by Megapone


Chapter One

The train car rattled and clacked as it rolled along the tracks. Twilight stared out the wide glass window, leaning her elbow on the wall and cradling her chin in her palm. She watched as fields, farms, and trees went past, the Equestrian Express chugging steadily down toward Ponyville.

She wasn’t entirely sure how she felt. Not because she was returning home—she was overjoyed at that, though somewhat bemused at just how much she considered Ponyville “home” these days. Her mouth creased slightly as a grove of trees sped past the window.

In the window pane, she spotted the reflection of one of her new wings. It twitched, bright purple feathers brushing against the leather seat. Twilight grimaced. That was what she wasn’t sure about.

Sixteen hours ago, she’d been coronated. Announced as a Princess of Equestria before the entire population of Canterlot. Forty hours prior, she’d solved a mystical, century-old spell, blacked out, and woken up with an entire new set of appendages. She felt her feathers brush against Fluttershy’s shoulder and shivered. She hadn’t expected just how sensitive they would be.

Her friends had been supportive, sudden as the transformation might have been. She’d leaned on them so much for confidence during the coronation, and now, all she wanted to do was live up to their expectations. Thankfully, her friends didn’t expect much more of her on long train rides than to curl up and stare thoughtfully out the window, which left them time for other activities.

The six of them were clustered into a train booth, nestled so tightly that a twitch could send Twilight’s elbow flying into Fluttershy’s gut. The other five didn’t seem to mind the closeness, though. They had something much more interesting in mind.

They were gossiping.

“—the most wonderful stallion, really,” Rarity was saying. Twilight’s ears flicked up as she tuned into the conversation, and she smiled. Of course Rarity would be discussing romance. “He gave me his address for correspondence, and—oh! I simply can’t wait to write him.”

“You met him at the afterparty, huh?” Rainbow was reclining in her booth, both hands clasped behind her head. Her wings flared out behind her, leaving Applejack beside her both slightly squished and more than slightly flustered. Dash leaned forward and grinned, rubbing her thumb and forefinger together. “Y’know what he wanted, right?”

Rarity stared at her for a moment. Then she flushed. “Excuse me, Rainbow Dash,” she said. “But not everypony in Equestria is a slave to their...baser desires as you are.”

“Puh-lease,” Dash scoffed. “Dude’s a colt. I’ll bet he had one thing in mind last night.” She winked at Fluttershy, who blushed a bright red. Then, she jerked a finger at Rarity—or, more specifically, at Rarity’s well-endowed chest. “Bazinga.”

“Rainbow!” Rarity said. “How dreadfully disrespectful! He was a perfect gentlecolt!”

When Dash snorted again, Applejack turned to give her a level stare. “And I’m sure y’all know all about colts, don’tcha?”

“Oh, you bet,” Dash said. She smirked and punched her hand into her other palm. “See, I’ve been with more than enough stallions to know what they’re lookin’ for. They talk pretty, but what they really want is a little bit bigger than handholding.”

Rarity sighed. “Which is?”

“Duh,” Dash said. “Sex.”

Fluttershy squeaked. Pinkie giggled. Rarity fumed.

“And you would know, I’m sure,” Rarity said, sniffing.

“Oh, man. You’ve got no idea.” Dash leaned back in her seat and folded her arms underneath her ample chest. Twilight couldn’t help but notice the way her bust squished against her forearms, or the way Dash seemed to smirk right at her as she said, “See, when they see a hot mare, stallions know what they want. And I know they know, so I know how to give it to ‘em. They start out putting their hands on your hip, then before you know it, it’s in your pants. And then you start getting a little bit closer, and you just know that they’re ready to—”

“I—but—Rainbow Dash!” Rarity sputtered. “That’s quite enough!” Dash stopped short and smirked, though she had the grace to look a bit sheepish when Fluttershy squeaked again with cherry-red cheeks.

“Buncha prudes,” Dash grunted. She flopped back in her seat.

Twilight’s cheeks were flaming, too, though not quite for the same reason as Fluttershy. From the minute Dash had started painting that very interesting picture, some part of her had responded.

Something new.

“Excuse me,” Twilight mumbled. She stood up and hastily pushed her way past Fluttershy and Rarity. “I, um, need to go to the bathroom.”

“Oof! Um, of course!” Rarity said after her.

Twilight could hear Dash cackling behind her as she walked. “See?” Dash was saying. “Hot and bothered. If only the rest of you weren’t so—”

Twilight shut her out after that. She was too busy trying to ignore the growing dampness in her panties, trying to conceal the swelling bulge at her crotch. She hoped that nopony had noticed it when she’d stood up—oh, she prayed Rarity hadn’t felt it when she’d jostled her leg. It throbbed against her thigh and she bit her lip. She walked quickly, stiffly, then regretted that when she felt something long and hard snaking its way down her leg. She tensed her thigh in response, and succeeded only in stimulating the bulge further. Twilight swallowed as she (rather rudely) brushed past a pair of mares who looked very excited at the sight of Equestria’s newest alicorn, refusing to make eye contact. She looked like a mare on a mission—which, in a way, she was.

The bathroom. Yes. Thank Celestia she’d made it. Once inside, she quickly shut the door behind her and locked it. She didn’t open the top of the toilet seat, just sat down with her hands on her thighs.

Below her, the train car rumbled on down the tracks. Her focus was entirely on her lap, though—and on the long, thick bulge snaking down toward her knee. She gave one thigh a squeeze and grunted softly. A new spot of dampness bloomed in the fabric of her slacks. With trembling fingers, she reached down and slowly unzipped her pants.

As soon as it had the available space, the source of the bulge bounced up into the air, far too large to be constrained by her tight, lacy panties. Twilight felt it smack against her belly and grunted. She winced at the sight of the smear of pre across her blouse—and that was a new one, too! Darn it. She’d have to clean that off too.

She turned back to her new...equipment. Licking her lips, Twilight briefly reflected on the ludicrousness of her situation. Upon ascension, she’d been awed to receive her new wings. Not surprised, though—everypony knew that alicorns had wings, and she’d been honored to find them. What she hadn’t known, though, was a secret that Celestia had very carefully kept from most of her subjects for centuries.

Alicorns were hermaphrodites. And they were extremely virile.

The edge of her palm brushed against the side of her shaft, sending tingles of pleasure up her spine. Twilight stifled a moan. Maybe it was her body adapting, or maybe it was a simple fact of alicorn biology that she’d have to grow to live with. Whatever the case, she’d quickly discovered two things about her new body. First, she was very, very sensitive. Second, she was a bit of a hair trigger. The smallest lewd fantasy sent her mind spiralling down into smutty thoughts; the lightest brush against her crotch left a half-chub throbbing in its wake.

She’d been very relieved to discover that her coronation outfit was a poofy, oversized, old-timey dress. It had done a wonderful job of concealing her entire upper body—even the oversized chub that she’d walked around with for most of the ceremony. She’d kept control of herself for most of that morning, and (she was proud to say), all of the afterparty that followed. Her panties had been utterly ruined by the end of it, though; not even a max-power cleaning spell could’ve washed out that much precum.

As she took her cock in her hands, she almost groaned in relief. The sides were slick with pre, and the shaft was long enough for her to fit both hands atop one another with room to spare. She actually had some difficulty wrapping her fingers all the way around—from measurements she’d done in her bathroom last night, she was five inches soft, ten inches hard. And thick.

As she jerked herself off, Twilight found her thoughts drifting to dirtier and smuttier places. Masturbating was quite fun—and very pleasurable, and very messy, as she’d discovered in her bed two nights ago—but she’d had sex with a few ponies before, and she couldn’t help but wonder how her new equipment would function with the aid of another. Her partners had, admittedly, been mostly study buddies from Canterlot, but she’d held no illusions about their relationship—casual sex was far from unknown in the city, and she’d been grateful to lose her virginity in exchange for a few measly math problems.

Her strokes sped up, and her breaths got heavier. She’d taken a stallion’s cock more than once before, but oh—how would it feel to be on the other side of the equation? To penetrate, to fill, to stuff a mare (or stallion, she wasn’t picky) with her meat and essence? Twilight found herself licking her lips, then gasping softly as she jerked her hips in time with her strokes. She could feel her nuts, each one the size of a golf ball, withdrawing toward her crotch as she approached the inevitable peak—

With a moan, Twilight came. Her back arched and her stallionhood flexed. The entire shaft lurched backward, splattering the underside of her breasts with cum. Her breath came in short, sputtering gasps, eyes fluttering as shockwaves of pleasure went through her system. Splurt after splurt of thick, gooey cum stained her blouse, dark, gooey ropes of spunk covering her lap and her belly.

She sat there, leaning against the cool, metal bathroom wall as she slowly inhaled and exhaled. The warmth of afterglow slowly spread through her body, her groin relaxing as it recognized its satisfaction. One of Twilight’s hands released her shaft and fell to her side, fingers dripping milky-white pre and thick ropes of spunk; the other clung limply to the base, her fingers digging into the hard, meaty surface of her new toy.

But who would help her? she wondered. She wasn’t that close to anyone in Ponyville, and if Rarity’s attitude was anything to go by, casual intimacy just wasn’t a thing in a village with a population of fewer than five hundred ponies. Which made sense, to a degree. She just wished she knew somepony who might have been willing to help her work off a little steam…

If they hadn’t been drenched in slick, sticky jizz, she would have snapped her fingers. Of course! Twilight’s mind rewound to the conversation that had sprung her erection in the first place. Rainbow Dash! Maybe everypony else in town was a prude, but surely a headstrong, free-spirited pegasus like Rainbow would be willing to lend her a hand! And, while Twilight wasn’t the most well-read on male sexual biology (a fact she was going to change at the nearest possible opportunity), she knew enough from experience to see that she was at—if not over—the far end of the bell curve when it came to size, not to mention output. For all she knew, Rainbow would love to boast about conquering a Princess-sized cock.

Twilight blushed. Though, given the nature of the community, they might want to keep that on the down-low. Friends with benefits was what she’d be looking for, and that wasn’t exactly something she’d want to have trumpeted around town. Still…

Rainbow Dash wouldn’t have been far from her first choice, anyway. Cocky, confident, and athletic, the lithe pegasus just oozed sexuality. Even before she’d gotten her stallionhood, Twilight had always eyed Rainbow’s toned, sculpted body with a note of awe and envy. Now, with her more masculine urges egging her on, she would’ve loved the opportunity to pinch that tight bottom, or to grind her thick shaft against those rock-solid abs—

The blush returned. But first, she actually had to make the offer—which she couldn’t very well do in her current position. The train car lurched around her, and Twilight quickly remembered where she was. A quick spell cleaned off her lap and hands; another returned her blouse to a pristine sky-blue. And her balls felt at least marginally emptier, she noted with a smirk in the mirror as she zipped herself back up. Which meant that the rest of the ride was likely to go off without a hitch.

And it did. Thankfully. She returned to her seat with a bounce in her step, and engaged in the conversation with a new kind of vigor that even Applejack noticed. All the while, her eyes kept flicking toward Rainbow Dash—not only her face, but her chest, and her lap as well—while outside the Equestrian countryside sped past them, the sun slowly burning its way down through the afternoon sky.

When they arrived in Ponyville, Twilight said her goodbyes, gathered up her things, and jogged back to the library.

There, she wrote a letter, and had Spike send it shortly thereafter.

Chapter Two

Rainbow Dash stared at the parchment in her hands. She’d been staring at it for the past ten minutes.

It was an invitation. Or, a little more accurately, an offer.

She made to sit back down on her bed. Then she realized that she’d already done so, and flopped back onto the mattress entirely. Her wings spread out beneath her, tense and twitching.

She’d been in the middle of a nap when the letter had poofed into existence above her head and smacked her on the nose. She’d been having a really nice nap, too, with a dream involving a Wonderbolt obstacle course, Soarin’, and some really tight clothes. When she’d come to and made her way past Twilight’s scribbled Dear Rainbow Dash, she’d wondered if she was still asleep.

A pinch had set that thought straight. Nope. Completely fucking awake.

Rainbow stared up at the ceiling. Twilight Sparkle. Wanted to have sex. With her.

Twilight? Really?

And she… Rainbow wasn’t actually sure whether to be gleeful or terrified. The thought excited her in a way that nothing else had. Friends with benefits? Completely casual sex? To anypony who knew her personally, the answer should have been a no-brainer. Of course Rainbow Dash, playfilly extraordinaire, would take her up on it. Just another conquest—and a princess at that!

Some part of her was confused by the offer, admittedly. She’d spent a good five minutes overanalyzing her friend’s semi-tidy scrawl, and another five wracking her brains for why Twilight, of all ponies, was suddenly coming to her with this offer. Sure, the writing sounded a little cagey, but the day after the coronation? Something was up.

In the back of her mind, though, she knew she’d already made her choice. She knew it as she dug for a chewed-up pen from beneath the heap of clothes beside her night table, and knew it as she scribbled a reply on the other side. She could feel her heart pounding in her chest as she doodled her signature at the bottom, her mind already swirling with thoughts, plans, hopes, fears. She hesitated—just for a second—and then dotted the small “return to sender” box at the bottom of the front page.

The parchment vanished in a puff of dragonfire. Rainbow exhaled, flopped back onto her bed, and groaned.

She should have been excited. She was excited.

And yet, the day that she’d feared would come for so long had finally arrived. The day her big talk would be smashed to bits and crumbled at her feet. The day somebody would look her in the eye, know what they saw there, and finally call her bluff.

Rainbow Dash was a virgin, and had been so for twenty-three years. And nobody else knew but her.

Two days later, on Friday night, Dash found herself standing outside of the front door of Golden Oaks Library.

She was dressed pretty casually—shorts, t-shirt, sneakers—but the thought of dressing up had at least occurred to her. After staring at the old, unused skirt her mom had sent her as a dumb birthday gift some years prior, she’d decided that she was probably better off just dressing plain. After all, that’s what everypony expected Rainbow Dash to dress like, right? And Twilight had said that this was just a casual, friendly kind of thing. So she should be fine.

She hoped.

Steeling herself, Rainbow raised her fist to the door—and froze. She couldn’t move. Dozens of possible scenarios ran through her head, futures where Spike admitted her and called her a pervert, where all her friends were waiting there and laughed at her for being desperate. Or where Twilight was decked out in some kinky sex-queen outfit, and Rainbow would freak out, and then Twilight would know, and then everypony would know, and she’d have to go pack up her things and move to Yakyakistan.

She took a deep breath and closed her eyes. Twilight had called her experienced. Twilight had asked her to take the time to do this. Twilight had probably been shaking in her little alicorn booties, wondering if the great Rainbow Dash would take the time to show her a thing or two about good ol’ fashioned pony lovin’.

Again, she hoped.

This time, when she made to knock on the door, she didn’t stop herself. Once, twice, three times she rapped on the door. And then she waited.

“Coming!” Twilight’s voice was unmistakeable. “Uh, sorry! Just one sec!”

She heard the fiddling of a lock. The door opened a heartbeat later. Then Twilight was standing in the doorway, grinning down at her. “Hey!”

Down at her. That was something that she still had to get used to. The little pipsqueak who’d barely come up to her shoulder last year now had a good two inches on her. Dash would’ve grumbled something about alicorns, especially given that Twilight had filled out in...other ways, too. Her unremarkable librarian physique had widened into a pair of hips that looked about ready to bear a trio of foals, and her chest had to be at least two sizes above Rainbow Dash’s own.

Dash suddenly realized that she’d been staring at Twilight’s bust, and quickly flushed. “Uh, hey.” She offered a little wave. Play it cool, Dash, she told herself. You know why you’re here; just go with it. “Did I keep you waiting?”

“Oh! Not at all,” Twilight said. “In fact, you’re kind of early. I wasn’t even sure if you were going to come—I mean, I know you replied to my letter, but I hadn’t seen you, and I thought maybe—”

Dash just nodded along, wondering when Twilight was going to finish. By the time Twilight cut herself off, she looked a bit flustered herself.

“Well,” Twilight said, still grinning. “You’re here, aren’t you? Come on in! We can go sit in the living room.”

“Sounds good.” Rainbow couldn’t stand how forced the words coming out of her mouth felt. She really hoped Twilight couldn’t notice. She followed her inside, then through the library. The main room had been darkened, leaving the books shrouded in shadows. Somehow, she felt like she was trespassing, as though she were invading the house at a time when she shouldn’t have been there. She’d been in the library alone with Twilight before—but not like this.

When they reached the living room, Twilight turned to face her and shot her a tight little smile. “Why don’t you take a seat?” she said, gesturing toward the couch. “I can grab you something to drink, if you want.”

“I’m fine,” Rainbow said quickly. Twilight paused, then nodded. She vanished into the kitchen.

Rainbow stared at the couch for a few moments before tenderly sitting down. She always sat in this spot when she and Twilight had their impromptu book clubs—discussing Daring Do, drawing out elaborate fan theories—but somehow, sitting here now felt...off. Wrong. She felt like she wanted to jump out of her own skin, because surely Rainbow Dash couldn’t be sitting here, with Twilight Sparkle, waiting to do...that.

Of course Rainbow Dash would, a voice in her head told her. Everypony knows the kind of mare she is. She’s cocky, confident, and full of six kinds of sexuality that everyone wants a part of.

Now if only she could be that mare for a few hours. Rainbow’s mouth twitched up into a sardonic kind of smile. Well, she was here, wasn’t she?

As Twilight’s footsteps announced her arrival, Rainbow hastily arranged herself into (what she hoped was) a lazy, relaxed sort of position on the couch. Twilight set a glass of water down onto the coffee table with a clink and then took a seat on the opposite side of the couch, her legs pressing together.

“So…” Twilight began.

“So,” Rainbow mumbled.

Twilight grinned. “I’ve got to admit, I’m not really that experienced with this whole thing. I guess we could try for smalltalk, but I’m kind of feeling way too jittery for that right now.”

“Oh. Yeah. Jitters,” Rainbow said. “Yeah, that happens.”

“So,” Twilight said again. She gave Dash a sideways glance. “Is it okay if I, um, slide on over?”

Slide on over. Toward her. Getting closer. Dash swallowed, and said, “Uh, sure. Why wouldn’t it be?”

“Mm.” Twilight scootched across the middle couch cushion. She was just inches away now, her shoulder almost brushing Rainbow’s. Dash could make out the fine details of the feathers on her wings now, which stuck up a good half-foot above her own. Celestia, the wingspan on those had to be huge. She got lost for a moment, calculating just how fast they would fly, based on how wide and long they were, how much air they could take up versus drag—

And then she felt something brush up against her far shoulder, and stiffened. A glance to her lower left showed something new resting on her shoulder: a slender purple-furred hand, fingers clasped somewhat awkwardly around her upper arm. She felt the weight of Twilight’s arm on the back of her neck and froze.

Once her mind started working again, though, she relaxed a little. This was, for now, familiar territory. She’d been hugged before—not only by Pinkie, but by Hoops in eleventh grade, during that weeklong fling that had ended before either party really cared to press forward. That hadn’t even hit first base.

But from the way Twilight was massaging her shoulder, she planned to go even further than that.

“You must have done this with a lot of mares,” Twilight said, with the air of a pony confessing some failure. “I’ve mainly only been with stallions, so I’m sorry if I—um, if I’m a little awkward at any point.”

“No worries.” Rainbow’s mouth worked automatically, the words coming out without even having to think. Here it was, though—she could tell the truth. Admit the truth. Come down and meet Twilight, eye-to-eye.

But instead, she said, “I won’t hold it against you,” and smirked. At least, she hoped she’d smirked. And she hoped it hadn’t looked too jerkish.

At least that got Twilight to relax. “Oh, good,” she said, chuckling. “Then maybe we can go a little bit...faster?”

Well, what could a pony say to that? Rainbow pushed the lump in her throat down, forced a smile onto her face, and said, “Sure.”

This time, she was fast enough to keep herself from tensing as Twilight’s hand slipped past her shoulder and curled around her hip. She did shiver, though, slightly enough that she hoped it hadn’t been noticed, when Twilight tightened her grip and pulled her a few inches closer. She could feel Twilight’s fingers curling enticingly upon her thigh, could almost hear the palpitations of her heart as her cheeks flushed redder than a Sweet Apple Acres apple.

Keep it together, Dash, she told herself. Keep it the fuck together.

Not knowing what else to do, she leaned her head gently to the side. She was almost surprised when she met with something soft—the smooth, springy surface of Twilight’s hair. She felt something soft and pillowy brush against her elbow and blushed when she realized that it must have been Twilight’s breast.

Now Twilight’s other arm was on her opposite thigh, though, and her first hand was sliding gently up and down Rainbow’s waist. Twilight caught her eye as her fingers brushed against the hem of Rainbow’s t-shirt. Dash stared at her blankly for a moment, then caught her meaning. She smirked and nodded, trying to play it cool.

But when Twilight’s fingers slipped beneath her shirt, Rainbow felt prickles of electricity tingling up and down her spine. Twilight slid her palm across Rainbow’s belly, feeling every toned ab muscle as she squeezed Dash’s thigh with her other hand. Feeling somewhat awkward, Dash picked up her own hand and laid it on Twilight’s thigh. Unsure of what to do with it, she gave Twilight’s leg a limp squeeze and then sat there like a dead fish, hating herself for it.

“Mm.” Rainbow’s cheeks colored when she felt Twilight nuzzling her cheek. Twilight’s breath was hot on her neck, and she could feel the heat radiating off of her. Or maybe that was just her. Twilight’s voice was soft, subdued as she said, “You’re nice and warm, Rainbow.”

“You too.” She wanted to vomit as soon as the words slipped out of her mouth. You too? Seriously? That was the best she could come up with? All the same...feeling Twilight cuddling against her was...nice. This was what she’d wanted, right? As stupid and as amateurish as she was being, she did like the way Twilight was touching her. She just wished she knew enough to return the favor.

By then, Twilight had withdrawn her hand from beneath Rainbow’s shirt. Dash had a second to wish she hadn’t, and then she felt a light pressure at the side of her head. Unsure of how to react, she let Twilight guide her head to face her until their mouths were just inches apart.

Twilight’s lips were slightly parted. Rainbow Dash blinked, all other trains of thought in her mind instantly shutting down. This was it. This had to be it. Her first kiss. For all her bluster, some part of her had always remembered her dad’s promise that it’d be a magical, romantic moment. And here she was, sitting on a couch with one of her best friends, about to do...something that she still wasn’t entirely sure about.

She felt herself leaning forward, her heart thudding in her chest—and then her lips brushed against Twilight’s.

There was no magic. No fireworks. Just the slick, smooth surface of another pony’s mouth against hers. As Twilight shifted her weight, Dash felt something hard brush up against the edge of the palm still resting on Twilight’s thigh—and then heard Twilight moan softly and flushed furiously. She felt something thick and wet probing a bit at the outside of her teeth, and realized instants later that it was Twilight’s tongue. She let the other mare lead, guiding the kiss, until a mere five seconds later, they released each other.

When Twilight pulled back, she looked almost...concerned. “Are we...going too slow for you?”

“No!” Dash said. “Not at all. This is fine.” This is fine, she told herself. And it was. She didn’t know if she’d liked kissing Twilight...but she knew she wanted to try it again.

“Oh. Okay.” Twilight smiled at her. “Then...should we try it again?”

Rainbow swallowed the lump in her throat. “Sure,” she said, and meant it. This time, she leaned forward first—and then Twilight’s parted lips had met hers, and she let herself go into the kiss.

Twilight’s lips were soft and sweet against hers; feeling suddenly daring, Rainbow pushed her tongue out past her mouth, imitating what Twilight had done. Instead of hitting Twilight’s teeth, though, Twilight opened her mouth wider, pressing her lips tighter against Rainbow’s and curling their tongues together.

Rainbow felt Twilight’s hand slip beneath her shirt, then slide up until it was pressing against her shoulder blades. Twilight’s tongue staged a pushback, twisting around Dash’s and wiggling past her lips. As Twilight’s leg shifted back, Rainbow Dash felt herself leaning—almost falling forward. She ran with it, letting Twilight pull her down to the couch, their tongues dueling, her own hands curling around Twilight’s shoulders. Their breasts touched, and she felt her own nipples stiffen; a squeeze of Twilight’s fingers around her hip elicited a moan, and she let herself slide further down, further forward as she let Twilight guide her deeper into the kiss.

And then she felt something long, hard, and indisputably male brush against her inner thigh. Rainbow Dash may have been a virgin, but she knew enough to realize that whatever was throbbing against her leg, it was not supported to belong to her friend Twilight. She was pulling away before she even realized it; her lips popped wetly off of Twilight’s, and she quickly pushed herself back up into a sitting position.

Too late, she realized just what she’d done. Twilight was still down on the couch, staring up at her with wide eyes. A light, red-tinged blush began to spread across Twilight’s purple cheeks, and Rainbow Dash flushed in turn. She wiped a strand of saliva from her mouth and glanced away, grimacing.

“Um,” Twilight said. “Er. I guess I should have mentioned that.” She looked more than sheepish—she looked downright embarrassed.

Rainbow Dash forced herself to make eye contact. “Mentioned—mentioned what?” she asked, still trying to sound cool.

“My, um…” Twilight winced. “Okay. So, it turns out that my ‘ascension’ didn’t just give me a new pair of wings and a growth spurt.” She chewed on her lip, her eyes flitting between Rainbow Dash and the now extremely visible bulge on her lap. “It turns out that alicorns are...well, hermaphrodites.”

Rainbow Dash blinked. “What?”

“It means that, as of forty-eight hours ago…” Twilight took a deep breath. “...I know have a fully-functional stallionhood to accompany my feminine parts.” She shot Rainbow Dash a strained grin. “You’re, uh, not going to freak out, right?”

“Um.” Rainbow blinked again. “Wait, seriously?” A...penis? There was absolutely no way. She’d known alicorns were funky, but this… She swallowed. Then again, that bulge did look awfully realistic…

“Yeah,” Twilight said. “That’s actually the main reason why I tried to set up...this.” She waved a hand around the room, still blushing. “It’s been very...needy, and I figured that a partner might be the best way to keep the pressure down. And given your...experience…”

“Right.” Rainbow wondered how glassy her stare had become. She gave a weak attempt at fist pump, a strained smile on her lips. “Makes sense.”

“So...yeah.” Twilight grinned awkwardly at her. “I...probably should have let you know upfront. But now that you do know…”

It took Rainbow Dash a few moments to realize what the darting of Twilight’s eyes between Rainbow’s hands and her own lap actually meant. “Oh!”

Twilight’s grin twitched. Something else twitched too, Rainbow noticed. “Maybe you’d want to get a better feel for it? We were getting pretty intimate there.”

“Sure,” Rainbow said, surprising herself. She bit her lip, almost is if to try and take the word back. Was she ready to go this far?

As she hesitated, she noticed the damp spot that was beginning to spread across Twilight’s pant leg, just at the bottom of her thigh. Dammit, she’d fantasized about this kind of thing often enough—was she really just going to let it slip by? She’d already come this far.

Her hand hovered over Twilight’s lap—and then latched on. Her fingers dug into the soft flesh of Twilight’s thigh, right over the bulge. Instantly, she felt it: something big, thick, and hard, pressing up against her palm. She felt it throb, and Twilight twitched against her shoulder, a moan slipping out of her throat.

“Sorry,” Twilight coughed. “It’s...kind of sensitive.” Rainbow Dash met her eyes. She thought she saw something there: a hunger, barely perceptible, yearning for more.

Twilight’s arm had snuck its way around her waist again. She flushed as Twilight began to squeeze and caress her thigh once more, fingers straying almost dangerously close to Dash’s crotch. Her heart thudding in her chest, Rainbow upped her own game. She snuggled a bit closer to Twilight—her wings stiffened when she pressed her ear against Twilight’s bust, finding it soft and supple, almost like a pair of pillows—and began to stroke her hand up and down the length of the bulge in Twilight’s pants. And it was a big bulge, reaching down almost to Twilight’s knee, and throbbing against Rainbow’s palm with every stroke.

With one hand still curled around Dash’s waist, Twilight busied the other with fumbling with her pants. Her horn lit up, too, a purple aura springing into existence around her slacks. Her lip twitched as she unzipped herself; carefully, she pushed a hand down her pants and grabbed onto...something. Rainbow felt the bulge slip out from beneath her palm as Twilight pulled it back. She felt a wide lump press against her hand, leaving a smear of something warm, sticky, and damp behind. Flushing, she pulled her hand away—just in time for Twilight to remove her stallionhood completely from her pants.

It was black. That was the first thing she noticed. It was a dark, inky black, and the sides held a smooth, wet-looking shine. Her eyes widened as she realized that it looked wet because it was wet—a thin sheen of a watery, milky-white liquid covered the sides of the shaft. A fat, prominent vein ran up the underside, tapering off just below the flare. Rainbow swallowed. All in all, the thing looked around as long as her forearm, and thick, too—the head itself was more than half as wide as her wrist.

Twilight groaned. “Much better! It’s so tight in there. No room at all.” She gave Rainbow an apologetic grin. “Well. Now you’ve seen it, I guess…?”

Rainbow nodded. She couldn’t quite take her eyes off of it. It was big—bigger than she’d imagined a stallion’s cock being in even her wildest fantasies. Even the studs in some of her magazines were just a bit smaller than Twilight here. And just below the base of the shaft, restrained by a pair of floral-pattern panties that looked just about ready to snap, were a pair of good-sized testicles about the size of a golf ball each. Another splurt of precum burbled from Twilight’s tip, tendrils of milky-white liquid running down the sides.

“You can touch it,” Twilight said, breaking the silence. She sounded somewhere between hesitant and amused. “I’ll admit I’m...curious to see what it feels like when another pony does. I’ve only had the chance to experiment with my own—.”

But Rainbow’s hand had already slipped around her member. Twilight moaned as Dash’s fingers tightened around it, her girth throbbing at the touch. Rainbow felt herself slipping more into Twilight’s bust, sighing as that soft, pillowy cleavage envelope her. She was fixated on her new task, on this new toy that already seemed larger than life.

She twitched her hand upward, her palm sliding easily against the slick surface. Twilight cooed softly and pushed her hand beneath Rainbow’s shirt again. Rainbow barely even noticed when Twilight’s fingers met the curve of her breasts. At barely a B-cup, Dash had always felt self-conscious about her size—especially when compared to Fluttershy, who was the proud owner of a pair of double-Ds, or (now, at least) Twilight herself, who had to be pushing the size below that. Celestia herself had the largest bust in the whole kingdom, after all, and if Twilight’s first growth spurt was any indication, she was only going to get bigger.

All the same, Dash found herself getting lost in the simple, repetitive motion. She stroked up and down Twilight’s length easily, speeding up as more and more dripping pre made the shaft even slicker. Her palm slid across the flare, a glob of pre splattering against her skin as she switched sides. Her fingers barely reached all the way around—it was just so big. Rainbow Dash had never felt physically inadequate in her life, but compared to that thing, she felt almost slender. Fragile. Feminine.

It was almost as if Twilight had read her mind. “Ten inches,” she murmured, her eyelids fluttering. She adjusted her posture, letting Rainbow’s head sink further into her ample chest. “It’s a bit large, but I’ve been wondering what it might feel like pressing up against another pony’s rump…” Her fingers roved over Dash’s rear, found one butt cheek, and gave it a squeeze.

“Or perhaps,” Twilight murmured, her lips brushing against Rainbow’s ear, “inside of a mare…”

Dash gave a squeak of surprise. On reflex, she tightened her grip. Twilight moaned instantly, her oversized tool throbbing powerfully in Rainbow’s grip. As her strokes sped up, becoming a steady pumping motion, Dash found herself pushing toward some distant finish. She liked the feel of Twilight’s hand cupping her breast, but as the other mare’s fingers pushed toward her crotch, roamed across her ass… Something old, something frantic, something crazed pushed her to finish this now, before it could go any further.

Twilight moaned. “Ooh, yes, Rainbow,” she groaned. Her hand tightened on Dash’s hip, and her other clenched into a fist. “You’re...really good at this. Mmff.”

Was she? Rainbow had no idea. But she could tell by the quivering of Twilight’s shaft, by the swelling of her balls, that this was approaching an end soon. She slid her other hand across Twilight’s thigh, though with that layer of fabric still separating their limbs, and sped up her pumps even further. Twilight’s cock throbbed in her grasp, then flexed, tensing as her panties strained to hold in her big, virile nuts—

With a gasp, Twilight came. Her cock lurched in Rainbow’s grip, tearing itself free as easily as a bull shaking off a rider. Volleys of thick white cum splattered across her stomach, chest, and—given her current position—Rainbow’s face. Rainbow closed her eyes on instinct as fat ropes of musky, gooey spunk covered her muzzle, cheeks, and forehead, painting her fur white with jizz.

When she opened her eyes again, her face was absolutely dripping with Twilight’s cum. Behind her, Twilight groaned. “Nggh.” Rainbow could feel Twilight’s lips pressing against the back of her head, could feel the smile on the other mare’s face as she murmured, “Now, that felt amazing. Maybe we could go even further for round two…?”

Rainbow remembered the way that Twilight had looked at her earlier—at her chest, at her lap, seeing past the clothes, and to the soft, warm flesh that lay underneath. Something tightened in her throat, and suddenly she knew that she wasn’t ready, that she’d gone far enough, that she needed to cut this short.

“I can’t,” she blurted. She pushed herself away from Twilight’s chest, those big, cushy tits pushing back outward as the weight of her head lifted off them. Twilight’s cock bobbed lazily at the edge of her vision as she wiped her face clean of jizz. Sure, it may have stained her shirt, but she hardly cared about that now. Her throat was constricting, her vision tunneling. “I...have to go to bed early tonight. Wonderbolt stuff tomorrow.”

“Oh,” Twilight said. She sounded almost...fearful? Confused? “On a Saturday? But I thought—”

“Very important,” Rainbow said robotically. She was on autopilot now. She stood up, forcing her gaze away from Twilight’s still drooling shaft. Her clothes were an absolute mess, covered in the evidence of the other mare’s virility, but she didn’t care. She could change them later. “I’m really sorry. I’ll, uh, catch you around.”

Before Twilight could even respond, Rainbow was already walking stiffly away. She refused to look back, her wings curling tightly around her. And then there was the front door, waiting, judging her—and Rainbow Dash fled nonetheless.

Within ten minutes, she was back in her own home. She lay sprawled on her bed, face-down into a pillow.

Fuck,” she spat. “Fuck, fuck, fuck.”

It had been going great. For what she’d expected, it might as well have been going perfect. She’d fucking touched a goddamn cock, and who fucking cared if it belonged to Twilight fuckin’ Sparkle? She’d had her chance—and she’d blown it. Probably lost a friend, too, if she’d fucked up as royally as she suspected she had.

Something throbbed between her own legs, and Rainbow Dash winced. Turning over onto her back, she felt it: that searing, burning heat that had filled her loins ever since her fingers had first brushed against Twilight’s stallionhood. Before she knew what she was doing, she was worming her hand down into her pants, her fingers groping past her panties until they found her aching, dripping marehood.

She could’ve gone further, but she’d been too much of a chicken. Too much of a damned coward, and she’d lost her chance. Her marehood ached for the touch of that cock—that throbbing piece of stallion meat—as it felt the familiar touch of the same old fingers that it’d had to live with for the past eleven years. Rainbow found herself panting, squirming against her pillow as guilt warred with arousal. Her fingers delved deeper into her aching cunny, her hot insides clenching as she imagined Twilight holding her down, that thick, black member prodding against her clit, squeezing inside of her, rubbing against her insides as it swelled and drooled and throbbed

Dash bit down on her lip to stifle her moan as she came. Her every muscle flexed, a wave of pleasure searing through her body as she rode her orgasm like a wave. Her back arched, her fingers curled, her thumb pressing against the moist walls just beneath her clit. Her juices ran down over her fingers, warm, sticky, sweet liquid staining her panties dark as her groans mixed with her steady, gasping pants.

Her hand was trembling when she pulled it out from her crotch. Her other hand was too, she noticed. She closed her eyes and groaned, letting her head sink into her pillow as she wondered just how badly she’d fucked up tonight.

But Twilight was her friend. Wasn’t she? This was a casual thing. She couldn’t have...y’know, pissed off Twilight or anything, right? She just had to come up with an excuse. Or something. Twilight would understand.

She would. Wouldn’t she? Rainbow Dash took a deep breath and sighed. She squeezed her eyes more tightly shut and listened to the breeze drifting past her open window. She had to understand.

She had to.

Chapter Three

Of course Twilight was at the supermarket the next day.

Rainbow had hoped to avoid her. A long, dreamless night had done wonders for her overwhelming sense of guilt, but a morning masturbation session had brought it all crashing back down. Maybe, she’d reasoned, she just needed a break from Twilight Sparkle. A few days, or a few weeks—or months, or years—and then this whole thing would blow over. She’d even believed it for a good hour and a half.

But then Twilight just had to show up in the dairy aisle of the Ponyville Market. Rainbow hadn’t even noticed it at first—she’d been too preoccupied with keeping the towering pile of stuff in her shopping basket from toppling onto the floor. And then she’d turned around, milk carton still in hand, and Twilight was just there, two feet away, and suddenly Rainbow wished for nothing other than the power of invisibility because holy shit she could not let Twilight see her

And then Twilight blinked, turned to face her, and stared. “Rainbow!” she said. “I didn’t expect to see you here.”

“Uh. Heh.” Dash could already feel the stares of all the rest of the shoppers on her. Twilight was going to shout it out to the world, tell everypony just how pathetic she was. She just wanted to melt through the floor, or die or something and get it all over with. “Yeah. I’m, uh, shopping.” She hefted her shopping basket pathetically and waited for Twilight to explode.

But Twilight...didn’t. If anything, she looked...hesitant? “Oh. Yeah.” Twilight winced. “Listen… About last night…”

Dash’s mind shat sparks. Oh, fuck. She was supposed to be at a “special Wonderbolts training session” right now. And here she was, shopping for milk, like some dumbfuck idiot.

“I’m really sorry,” she blurted. Her cheeks seared, but she had to keep going. “About last night, that is. I...lied about the Wonderbolt thing.” She looked down at her feet and hoped that Twilight couldn’t see her eyes. “Truth is...I was just feeling really sick. In an...embarrassing kind of way.” She did her best to cringe, and found she didn’t have to work too hard at it; she already felt more ashamed than even some health-related excuse could muster. “I didn’t want to, uh, have an accident or anything. I should’ve let you know about it, but I just felt it’d be...well.”

She glanced back up, forcing a little plastic smile onto her face. “Well. TMI, y’know?”

Twilight’s cheeks colored, too. “Oh! I didn’t even think—I mean, I’m sorry to hear that.” She coughed. “I hope you’re feeling better.”

“Oh, yeah! Loads.” Dash hesitated. She’d screwed up last night, but...maybe there was a chance she could redeem herself. Before she could stop herself, she said, “But, uh, if y’wanna try again… Maybe we could go for tonight? Or something.” She flashed what she hoped was a confident-looking grin. “I did enjoy myself.” She left unspoken: Even if it did end after like fifteen minutes.

“Not tonight, I don’t think,” Twilight said. Dash almost died right there, at least until Twilight hastily added, “Spike. He was at a sleepover with the Crusaders last night, but he told me he’d be having over some friends to play video games, and...well.” She did her best to look apologetic.

“Oh,” Rainbow said. “Sure.”

“But!” Twilight flashed her a sheepish grin. “On weeknights, Spike’s in bed by nine P.M.—which means that we should be good to go on Monday. Assuming you’re free?”

“I am!” Dash had blurted the words out before she’d even registered the question. By this point, she had to keep going—no point in turning back now. “So I’ll, uh, see you Monday?”

“Sounds like a plan,” Twilight said. She winked. “Monday at nine, hot stuff.”

And with that she turned to go.

Three things occurred to Rainbow Dash as she stood there, stock-still in the middle of the supermarket aisle, as Twilight walked away.

First, she could’ve sworn that Twilight had added the words “hot stuff,” at the end of her last sentence.

Second, it was now very difficult to ignore the sway of Twilight’s hips as she moved, or the way her fat ass strained against the seat of her pants.


She hadn’t noticed it before, but now that she knew what to look for, Dash was astounded by just how obvious the bulge at Twilight’s crotch was. When she’d been in high school, and somewhat more hormonal, she’d chanced a few glances at passing stallions’ groins. None of them even approached the size of the bulge in Twilight’s pants, that long, thick swell of fabric that snaked down toward her knee. Celestia. Was that filly ever soft?

Rainbow Dash swallowed. Her hand twitched toward her own crotch, which was already warm from the mere promise of that huge, hot cock. She bit her lip, closed her eyes, and took a deep breath.

She had a feeling that she was about to find out.

Sixty hours later, Rainbow Dash was standing in the foyer of the Golden Oak library once more. She’d all but sleepwalked through the rest of the weekend, moving through time like a dream, only to wake up standing next to Twilight Sparkle...with Twilight’s hand on her hip.

It’d happened so naturally, too. She’d walked in, they’d exchanged a bit of smalltalk, and Twilight had invited her upstairs. To the bedroom.

“I figure that Friday night could’ve gone better anyhow,” Twilight had said, somewhat sheepishly. “Maybe if we went somewhere more...intimate?”

And as Rainbow had moved to follow her, Twilight’s hand had slipped around her waist, just slid into place so easily, so confidently, that Rainbow found herself struggling to even question how it’d gotten there. Twilight’s arm was around her waist and that felt good, it felt right. And Twilight’s body was pressed up against hers, now, and she felt warm, and Rainbow felt hot; sweaty and flustered, but somehow still in better shape than she’d been on Friday night.

She knew where she stood now. Kinda.

When they reached the stairs, Twilight suddenly pinched Rainbow’s ass. Rainbow squeaked, jerking toward Twilight. Twilight blushed, though she giggled a bit when she said, “Sorry if I’m being a bit...forward. It’s just that I suddenly feel like I’m...well, noticing you a lot more. If you don’t mind me saying, you just look really, um, sexy.” Her awkward little grin was adorable. “And I’m finding it pretty difficult to keep my hands off you.”

“Really?” Dash said, quirking an eyebrow at Twilight. Twilight’s blush only deepened, but she nodded. There was a soft, warm glow in Rainbow’s chest as she smiled back and said, “Well...thanks. I guess you’re lookin’ pretty good, too.” She scanned Twilight’s body briefly: her round, perky dimples; her plump, bountiful curves; and her big, bulging package. Pretty soon, her own cheeks were reddening too.

Her gaze lingered on Twilight’s crotch for a moment. Each twist of Twilight’s thigh pushed her bulge up further, making the tent in her pants even more painfully obvious, if not borderline obscene. In the warm, golden light of the library, she could make out the damp spot spreading across the surface of Twilight’s crotch. As they reached the landing, a thought struck her. On a whim, she wiggled her butt—not obviously, but enough to subtly grind against Twilight’s hip. Twilight groaned, and the damp spot of pre on her pants blossomed to twice its original width.

Rainbow had to grin at that. It looked like she wasn’t the only one who was tense here.

A minute later, they were sitting on Twilight’s bed. Rainbow had her hand over Twilight’s crotch; Twilight had hers up Rainbow’s shirt. This time, only a look had been needed to signal assent. This time, both of them knew what they were here for—or, at least, Rainbow hoped that she did. A thrill of pleasure, of closeness, of arousal shot up her spine as Twilight gave her left tit a squeeze. She smiled at Twilight’s following moan, and tightened her grip again on the bulge in the other mare’s pants. She could feel Twilight’s dick throbbing through her slacks, could see the subtle contour of the fabric around her fat, heavy balls.

“Mm,” Twilight murmured. “This feels...nice.”

“Yeah,” Rainbow replied. She gave Twilight’s thigh a squeeze, and groaned as Twilight continued kneading her supple breast.

“But… I think I know how we can make it even nicer,” Twilight said. She grinned at Rainbow, then checked back over her shoulder. A quick glance showed that the door was closed and locked, just as they’d left it. And then—

—and then, Twilight Sparkle’s lips were on hers again.

The only word Rainbow could use to describe the kiss was this: fierce. Twilight was hungry, her tongue delving deeply into Rainbow’s mouth as she pressed their bodies closer together. Rainbow felt Twilight’s breasts squishing against hers, their nipples pressing together. She could feel Twilight’s fingers at her crotch, thumb and forefinger grinding against her hidden, puffy clit. Not sure of where else to put it, she slid a hand down Twilight’s back and felt her fingers push past the hem of the other mare’s pants. She felt the soft, supple flesh of Twilight’s rump and squeezed, silently cheering when that elicited a soft moan of pleasure. A vein of defiance surged up in her, and she pushed back, her tongue wiggling around Twilight’s, her mouth opening wider as she tasted the other mare, felt her, pushed inside of her.

Twilight’s hands were at her waist, now, pushing beneath the hem of her shirt. Rainbow had the heartbeat decision of whether to resist—and chose hell no. She wasn’t going to chicken out this time. She wanted this. She let Twilight lift her shirt up, moaning into the kiss as Twilight tasted her saliva, pulling the shirt up over her head until their tongues and chins were the only things left in the way.

And then they were pulling away, strands of saliva still clinging to Rainbow’s lips. Her shirt was off, flung aside on the floor (whether by her or by Twilight, she didn’t know). The top few buttons of Twilight’s blouse were undone, and she was panting hard. Her breasts strained against the confines of her shirt, handfuls of titflesh oozing out over the confines of her bra.

Twilight smiled at her. Rainbow smiled back and found, to her surprise, that she actually meant it. She’d been right—she did want this. And she wanted more.

“Ready to keep going?” Twilight asked.

Rainbow only nodded at first. Then she remembered who she was supposed to be, and slapped a cocky grin on her face. “Girl, I was born ready,” she said. “Do your worst.”

Did Twilight actually growl at that? In a blur of motion, the other mare pounced forward. Dash grunted as her head hit the pillow, her body pinned to the bed beneath Twilight’s heavier weight. She could feel Twilight’s breasts pressing against her own. The bulge of Twilight’s package grinded against her crotch, letting her puffy marehood know exactly what awaited it. Twilight purred, squeezing Rainbow’s flanks and thighs as she humped her, her lips once more brushing hungrily against Dash’s cheek. Dash could feel Twilight’s magic tingling at her back, the straps of her bra coming undone behind her.

“You have no idea how badly I’ve needed this,” Twilight groaned. Her hips pumped, and Dash felt a warm, damp spot blossom against her crotch as the bulge at Twilight’s groin throbbed.  “This thing...ugh. It just never seems to go down sometimes. But now that you’re here…”

Rainbow Dash grunted as Twilight pulled back. Twilight moved slowly, sensually, dragging her fingers along Rainbow’s bare belly. When she got to her waist, she bit her lip, then grinned. Rainbow’s legs tensed, her hip twitching as Twilight got to work undoing the button of her shorts. Once it was open, Twilight hesitated for only a moment before pulling them down. Rainbow helped, kicking them down as Twilight faltered. Screw waiting. She was ready for this. Those shorts were stifling, choking. She needed them off.

She felt her bra slide off of her chest, letting her modest breasts jiggle free. As it did, her shorts came off completely, leaving her clean white panties bare to the world. Well. Not entirely clean. There was a dark spot just at the crotch, over the smooth, thick bump where her pussy had been grinding against the fabric. They seemed so...delicate. So thin. So fragile...and yet they were the only thing separating her from the only thing it seemed she’d wanted for so many years.

She met Twilight’s eyes and saw the expectation waiting there. Blushing a little, she wormed her fingers beneath the hem. There were no doubts, now. She shrugged them off, twirled them around her finger, and threw them away, all in one full—if a bit clumsy—motion.

And there it was: her marehood, her flower, her cunt, puffy and wet and dripping with arousal. Dash licked her lips with anticipation as Twilight undid the button of her own pants. She couldn’t believe how exposed she felt. But if it was going to be in front of anypony, she guessed, she’d rather it be in front of Twilight.

Seconds later, Twilight’s cock popped free of her own crotch. Long, thick, and dripping with pre, it was exactly as big and virile as Rainbow remembered...if not bigger. The stretched, stained panties clung wetly to the contours of Twilight’s fat balls, each one on its own more than enough to make them hold on for dear life. Twilight grinned at her, and reached down to cup one of her balls. She gave it a light squeeze and gasped, her cock lurching and smacking wetly against her belly as she did.

“I’ve gotten a little...pent-up over the weekend,” she giggled. “Just a bit too much paperwork. But since we didn’t get there last time…”

She scootched back on the bed, then lowered herself onto her elbows and knees. Still grinning, she glanced up at Rainbow with her head between her thighs.

“...we might as well start with you.”

Rainbow was about to ask what she meant. Before she knew it, though, Twilight had dipped her head just a little bit lower—until her chin was nestled comfortably against Rainbow’s clit.

Dash froze. Then, slowly, in a low, rumbling tone, she moaned. Her fingers twitched, her thighs flexed, and tingles of pleasure danced up and down her spine. Twilight’s tongue had poked out past her lips, and was now flicking playfully against her dripping cunny. Rainbow felt her eyes flutter as Twilight slid her tongue into her vagina, her lips brushing hotly against the edge of her clit.

Twilight steadied herself, her fingers holding fast around Dash’s legs. She kneaded the other mare’s thighs as she pushed her plump rear up a few inches further into the air, positioning herself to dive even deeper inside. Dash gasped sharply as Twilight stuck her tongue deep inside of her, massaging her warm, wet insides. Twilight’s lips latched onto her clitoris and began to suck. A moment later, her tongue wiggled inside her. It flicked from side to side, lapping at her cunt as Rainbow’s inner walls clenched and tensed.

“Twi—Twilight.” Dash sucked in a breath, her lips curling inward. Her fingers tightened on Twilight’s bare shoulders, pushing across her neck and pulling her forward. Pulling her in, further inside her, as her whole body shook and trembled. She’d masturbated before, but only with her own hands. This was an entirely new sensation, a swirling, electric experience that set every one of her nerves alight. She held Twilight’s head tighter to her crotch, her eyes rolling back as she felt the other mare lap at her core. “Yes. Yes!”

Her back arched, thrusting her breasts forward. Rainbow gasped as the orgasm overtook her, her entire body tightening and releasing all at once. Her inner walls clamped down around Twilight’s tongue, her cunt spasming beneath her lips as she came. Rivulets of slick, tangy juices ran down Twilight’s chin, and Twilight sucked them up greedily, her fingers pinching even harder at Rainbow’s thighs. Rainbow groaned as she came off her peak, her body slowly relaxing as the last aftershocks of her orgasm shook her.

She panted, a bit of saliva dripping down her chin. She hadn’t noticed it, but she’d pushed herself against the headboard of the bed until her neck was aching from the pressure. Her small breasts shook softly against her chest, her stiff nipples twitching as she gazed through her cleavage toward Twilight’s face. Twilight just licked her lips and pulled her head back, Rainbow’s juices still dripping from her chin.

“Well,” she said, once she’d wiped her mouth off on her arm. She looked thoroughly smug. “Looks like I’ve still got it.”

Rainbow Dash smirked over at her. “I’ve had better,” Dash—the cocky athlete—scoffed. A heartbeat later, Rainbow—the grateful, awed, former virgin—added, somewhat sheepishly, “But that was really, really good.”

Twilight beamed back. “Great,” she said. “Because if you’re satisfied…”

She sat back on her thighs. Her thick, meaty horsecock sprang to attention, slapping wetly against her belly. Her balls, each one looking swollen and plump with seed, sloshed gently atop her thighs. Each one was nearly the size of one of Dash’s fists, and they looked very impatient to spill their load. Dash nearly gulped in anticipation.

Twilight’s grin widened. “...that means it’s my turn for some fun.”

“What’d you have in mind?” Rainbow asked. It was an honest question, but somewhat probing, too. She wasn’t sure how far Twilight wanted to go with this right now—wasn’t sure how much further she wanted to go tonight. Getting eaten out had been fun and all, but the reminder of the size, girth, and sheer, overbearing musk of that enormous stallionhood served only to bring back her trepidation about actually letting that thing inside of her.

Twilight just smirked cockily down at her. “Well,” she said, drawing out the word. “I figured that since I gave you a little mouth-on-genital action, you might return the favor.” She quirked an eyebrow, and Rainbow could almost imagine her daring her to refuse.

Thankfully, she was perfectly okay with this. She just smirked back and sat up. “You want a blowjob, huh? Well, I can definitely help you out with that.”

She had no idea whether she actually could. As she crawled forward on hands and knees, Twilight’s massive cock looming larger in her vision with each inch, she started to wonder if she really did know what she was doing. What Twilight had done had seemed so simple, so obvious...but Rainbow wondered just how intuitive sucking a dick could be to a mare who’d barely even touched one before.

She almost laughed. Sucking a dick. It said it right there on the tin. She was worried about that?

How hard could it be?

She approached it with the awe of a worshipper tending to a temple. Up close, the long, thick vein snaking up toward the flare was impossible to ignore, and the steady drool of precum down the sides left an enshrouding, masculine scent that made Rainbow’s loins flare up again with desire. Twilight throbbed, and Rainbow instantly felt something warm, wet, and sticky sliding down her nose; she wiped it off with a finger, and found a smear of precum slicked across her fur.

“Heh. Like I said,” Twilight said. She licked her lips and pumped her hips a little, grinding her shaft against Dash’s muzzle. “Pent-up.”

Rainbow didn’t need a signpost to tell her where to go next. Just as she had last night, she first curled her fist around the base of the shaft. Twilight groaned softly as her fingers slid across the slick surface; soon, Rainbow had bent the ten-inch monster far enough forward that it was just about even with her mouth. She puckered her lips a bit, then paused, staring forward. That fat, dark cockslit stared back at her, still dribbling with precum.

Then, she eased herself forward. Twilight’s cock slipped past her lips easily, almost eagerly. She felt her mouth opening wider, the curve of Twilight’s flare forcing her jaw open to take in its entire girth. She was actually surprised. She’d known it was big, but this felt monstrous. It filled her mouth entirely, and she was barely halfway down the shaft. Her eyes flicked up to Twilight’s, and then back down to the shaft. She could feel it throbbing, pulsing against her gums, a steady stream of pre drooling down into her throat.

She gulped, just on reflex—and was promptly rewarded with another spurt of precum for her efforts. So that was how this worked, was it? Dash would have smirked if her mouth hadn’t been so preoccupied.

She started small, swishing her tongue along the underside of Twilight’s shaft. Meanwhile, her hand worked gently at the lower half of the member, stroking up and down the pre-slick surface as she suckled on the flare. Twilight moaned softly, her hips bucking and forcing another two inches of herself down Rainbow’s throat. Dash’s eyes opened wide—and then she moaned too, her eyes fluttering as she felt Twilight’s cock filling—even dominating—her mouth.

A memory flitted to mind: a video she’d watched—more times than she could count, really—where a mare went down on a stallion. That was what she had to do next. She began to bob her head up and down, her lips suckling harder on Twilight’s shaft as her tongue swished and curled around the girth, leaving little trails in the sheen of pre coating her member.

Twilight’s hand moved across the back of her neck, fingers weaving through her bright-colored hair. Rainbow’s motions sped up, her strokes and bobs getting faster as she felt Twilight’s stallionhood twitch and flare inside of her mouth. She felt it bump against the back of her throat and groaned, the vibrations of her esophagus stimulating it further as Twilight pressed her face even more firmly against her crotch—

With a wet-sounding schlick, Dash’s lips popped off of the flare. The fat black head, now covered in a mixture of saliva and pre, loomed before her expectantly. She could feel the weight of Twilight’s gaze on her forehead and almost blushed. But she wanted to try something—a particular little thing that she’d seen in a magazine once, that she’d always fantasized about doing.

The taste of Twilight’s testicle wasn’t exactly what she’d expected. It was plump, yes, and squished a little bit between her lips. It was musky, too—but strong, much stronger than she could have imagined with only the other mare’s cock as an example. Down here, Twilight’s raw male scent was intoxicating. She tenderly took Twilight’s ball in her lips and sucked on it, leaving a small circle of saliva behind.

“Mm…” Twilight fingers traced small circles on the back of Rainbow Dash’s neck. Dash could almost imagine it: her eyes nearly closed, her head tilted back, her shaft twitching and drooling pre as her libido spiked even higher. “You really do know what you’re doing…”

That was what she wanted to hear. Inwardly beaming, Rainbow Dash planted another kiss on that nut and moved onto the other one. This one, she took almost fully into her mouth. She couldn’t get it all the way in—it was even thicker across than Twilight’s shaft, and that had been almost too much for her to handle—but she managed enough to suck on it. As her tongue swished across it, lapping at the musky coat of precum that had covered it from previous, lustful drippings, she could almost feel its contents churning, sloshing as the entire sack swelled with further seed. Above her, Twilight groaned, shifting her posture as Dash’s hand continued to stroke up and down her engorged length.

Once more, Dash removed her lips with a pop. Twilight’s fat nut slapped gently back down onto her thigh. Smirking, Rainbow kept eye contact with Twilight, even as she directed the other mare’s cock past her lips and into her mouth. This time, she managed an entire two-thirds of the length on her own before she had to stop.

Big. So big. If anything, Twilight had only gotten harder from playing with her balls. But Rainbow didn’t mind. She found that almost loved the feeling of Twilight’s cock filling up her mouth. Even as her bobbing head picked up in tempo, her lips tensing and suckling at the shaft, Twilight evidently didn’t think that was fast enough. Her hips started pumping, forward and backward, shoving more of her meat past Rainbow’s lips and fucking her throat in a rawer, more animalistic way.

She could feel Twilight twitching already, pulsing, flexing. With her free hand, she began to massage Twilight’s nuts between her fingers. They were too large to both fit in her hand, so she cupped one in her palm, kneading it gently as she worked the base with her other hand, and the flare with her throat. Dash swallowed a fresh batch of precum, then heard Twilight gasp above her. The other mare’s shaft stiffened, then flexed again, Twilight’s whole crotch pulling backward in anticipation—

Thick, salty ropes of cum burst against her throat. On pure reflex, Rainbow gulped them down—and found a fresh salvo of jizz being deposited directly down her esophagus. Her jaw creaked, forced wider apart as Twilight’s engorged member unloaded shot after thick, gooey shot of its virile load down into her stomach. Dash groaned and tightened her grip around Twilight’s cock and balls, aiming to milk as much seed as she could from their fat, sloshing depths.

Each lurch of Twilight’s shaft forced it another inch back out of Dash’s mouth. By the fifth shot, only the curve of her flare was left between Dash’s lips. Another spasm, and the fat, throbbing member tore its way free. It lurched and bucked, flexing wildly in time with the bucking of Twilight’s hips as it spurted gooey globs of semen all over Dash’s face. It got everywhere, staining her muzzle, her cheeks, her forehead—even her tits—and left her fur gooey, sticky, and matted with jizz.

Panting, Rainbow flopped back onto the bed. Her head sank into the pillow, her spunk-tipped hair brushing against the soft surface. She heard a grunt and felt the mattress shake as Twilight plopped down right next to her. Twilight’s nude body rubbed tantalizingly against her, her big, round breasts pressing enticingly against Rainbow’s side.

“That was really really good,” Twilight teased. She slipped a hand across Rainbow’s belly and gave her hip a squeeze. As she snuggled in closer, Dash could feel her softer (though only by a little) cock grinding against her thigh. She giggled. “Looks like you do suck cock like a champ.”

Rainbow grinned past her blush. On impulse, she twisted her head to the size and planted a kiss on Twilight’s nose. It was a quick, chaste one, and made Twilight giggle again, but it meant all the more to know that it had come from herself. “Told you,” she shot back, nuzzling against Twilight’s cheek. She felt a pressure on her hip and let Twilight turn her onto her side. The other mare’s arms wrapped around her waist, meeting just below her belly button. She could feel Twilight’s cock grinding between her butt cheeks, as well as Twilight’s wrists pinching her Cutie Marks.

“So,” Twilight murmured. Her lips brushed against Rainbow’s ear, her breath hot and moist. “According to tests I’ve done, I should be hard again in a few minutes. Maybe we could go a little further…?”

“Why do we have to?” Rainbow surprised herself with her answer; as she thought about it, though, she found herself agreeing with her initial impulse. Her legs crossed a little more tightly, and the weight of that thick, meaty horsecock against her ass suddenly seemed twice as heavy. “Can’t we just...lie here for a bit?” She grinned. “Geeze, Twi. Gotta be so impatient. Is that what happens when a mare gets a dick?”

Twilight grunted back. “Looks like it.” She gave Rainbow’s breast a squeeze, and giggled when that got another moan and a stiffened pair of wings. Rainbow had them wrapped around her back and shoulders as tightly as she could, but she was powerless to keep them completely still as a wave of new arousal swept through her body. “Mm… I just can’t keep my hands off you, Rainbow. I hope you don’t mind me saying so.”

“Not at all,” Dash replied. “You just better be ready to keep up with me.” Twilight laughed softly at that, then fell quiet.

They lay there like that for a bit, just cuddling, for a few minutes more. Then the clock on the wall began to chime.

“What time is it?” Rainbow mumbled.

“Eleven,” Twilight mumbled back. She sounded almost sleepy. Rainbow understood why. It was so soft, so warm, so...comforting to feel another pony’s body pressed so closely against yours. She could feel every inch of Twilight’s breasts squished against her back, even as she savored the way Twilight’s slender fingers twitched toward her marehood, massaging her thighs in gentle little circles.

Rainbow froze. “Oh, crap,” she said. She sat up; Twilight grunted in an incredibly unsexy way. “I really do have Wonderbolt training tomorrow. I’ve gotta go. Sorry, Twi.”

“Hey, no problem.” Twilight sat up with her and gave her a peck on the cheek. Rainbow tried not to turn red, but found herself smiling from ear to ear. “We had some fun tonight. Didn’t we?”

Forty-five minutes later, when Rainbow Dash was back in her own bed, and the room was cool and quiet around her, she curled her arm further around the pillow she’d decided would take Twilight’s place. It was nice and soft against her chest, but without the weight of another pony to fill it up, the bed felt...empty. Cold, almost.

And still… The memory of those parting words still filled her with warmth. Her eyes falling shut, Rainbow pulled her pillow closer, took a deep breath, and smiled.

“Yeah,” she’d said, a warm glow in her chest. “Yeah, we did.”

Chapter Four

Rainbow Dash trembled happily. Each twitch of Twilight’s fingers against her clit sent another shiver of pleasure tingling through her veins; each squeeze of her thighs and ass sent shudders of anticipation down her spine. She could feel Twilight’s hot breath against her ear, warm and moist and familiar, intimate in a way that she never could have imagined before. A pivot of Twilight’s fingers inside of her sent her walls clenching and spasming; she bit down on her lip, her eyes squeezing shut as she stifled a moan.

She could hear Twilight chuckling, could feel her nuzzling closer against her shoulder. “Looks like someone’s having fun,” Twilight giggled. Rainbow Dash nodded, then realized that she was panting.

A puddle of her juices stained the sheet between her legs. Her thighs were still flexed from the aftermath of her orgasm, and her heart was thudding loudly in her chest. She groaned and buried her face deeper into her pillow. Behind her, Twilight’s cock throbbed powerfully. Fully engorged with lust and desire, it grinded heavily against Dash’s toned ass. It was rock-hard, solid; amorous, needy.

“Yes,” Rainbow grunted, her voice muffled by the pillow. She lifted her head up and turned it to face Twilight. The other mare was grinning. “How do you do that...thing with your fingers?”

“What thing?” Twilight asked innocently. Her horn flickered, and another pulse of pleasure twisted inside Dash’s cunt. Rainbow cried out, her legs squeezing together to entrap Twilight’s hand inside. Twilight giggled again, letting Rainbow’s warm, sticky juices flow between her fingers as the other mare moaned.

“Th-that thing,” Rainbow slurred. She took a deep breath to try and steady herself. She tried to ignore the little flurries of pleasure still buzzing inside of her, the tiny aftershock trembles of an incredible earthquake of satisfaction. Once she was sure she’d gotten her breathing under control, she met Twilight’s eyes and glared at her. “Magic’s cheating,” she said, pouting.

Twilight’s grin only widened. “Cheating, huh?” she said. “I didn’t know that this was a competition. Because if so, you’re definitely losing.” She rubbed her massive cock against Dash’s rump, groaning softly as her thick shaft squished against Rainbow’s toned asscheeks. “Because I still feel pretty darn full...and I don’t think you’ve gotten me off once.”

As if on cue, a splurt of precum burst against the small of Dash’s back. Rainbow bit her lip, feeling the warm, gooey liquid slowly dripping across her coat. The smirk on Twilight’s face looked confident, but she had little doubt that the other mare’s free hand was planted firmly between her own legs, rubbing those two oversized, plump, sloshing orbs she called testicles. Twilight’s ten-incher throbbed again, and Twilight herself pumped her hips upward on reflex, hotdogging her member further against Rainbow’s butt.

“Geeze, forward much?” Dash smirked back. She was getting into this; after three nights of their little meetings, suddenly Twilight’s touch on her hip, on her thigh, on her marehood didn’t feel quite so alien anymore. But it still felt good—there was no doubting that. She cupped one of her breasts and gave it a squeeze, making sure that Twilight saw it. “What, did you want a titfuck or something?”

“Maybe,” Twilight purred. She wrapped her arms firmly around Dash’s waist and curled her fingers around her thighs. They moved gently up and down, stroking the soft fur that concealed the lean, corded muscle that lay there. She adjusted her position, wiggling her hips a bit so that her member rubbed more firmly against Rainbow’s rear. “Or maybe I was looking for something a little more...intimate.”

She caught Rainbow’s clit between her thumb and forefinger and squeezed. Dash squeaked, then blushed. Catching Twilight’s eyes again, she thought she saw a glimmer of hunger there: that same boiling, simmering lust that she’d seen just days before. As if to drive the point home, Twilight gave her hips another playful little jerk. The girth of her fat cock pushed against Rainbow’s rump, reminding her of just what she was packing.

“My, uh…” Rainbow’s blush deepened. She momentarily recalled a rant her mother had made when she was barely thirteen, a low-key speech about what “all stallions want.” She found her own fingers wandering across her clit, her knuckles brushing against Twilight’s. “You want in, huh?”

“That obvious?” Twilight said. She flexed her cock and groaned. “Come on, Rainbow. You’ve been holding out on me. I haven’t gotten to feel what a stallion does—not yet, really.” She squeezed Rainbow’s rump, years of sculpted, firm muscle seeming like plump putty in her confident grip. “Don’t you want to be my first?”

Rainbow Dash nearly gulped. Twilight’s fingers traced out lazy circles around her thigh, and each throb of Twilight’s cock was a physical reminder of the virility and size the other mare possessed. She could have laughed. Twilight wanted Dash to be her first—but she didn’t even know that she had been Rainbow’s first everything. And now...this?

Rainbow’s legs shifted, a bit uncomfortably, crossing as though to try and conceal her pussy from view. She had to admit to herself that even at their last night together, she’d been trying to keep the topic away from real...penetration. She cringed at the word. It was so much more than that—or at least, that’s what she’d been told, and Twilight certainly seemed to think that. And yet…having Twilight inside her—like that—was a far step forward from just sucking on the shaft.

She swallowed. Balling her fists, she made her decision. She’d done this to fuck, and if she had the chance, she was damn sure that she was going to give it a fucking good try. If Twilight wanted to violate her six ways to Sunday, she was going to get it—and all Dash had to do was say one little word.

“Yup.” She smirked, hoping for the dozenth time that week that she looked cockier than she felt. Reaching behind her, she felt for Twilight’s shaft and found it: a thick, turgid slab of stallionhood that was slick with pre and lust. Grinning, she gave it a squeeze, and was rewarded with another splatter of pre against her back. She tried to keep herself from trembling as she turned over on her size, Twilight’s cock still in hand, and planted a kiss on Twilight’s cheek. “I’ve made you wait long enough.”

“Oh, good.” Twilight sighed happily. She returned the kiss, this time with tongue. Rainbow moaned into it, her fingers curling around Twilight’s hair as the other mare pushed her to the mattress. When she came away, Twilight’s eyes were fluttering. Her cock was positioned directly over Dash’s stomach, drooling a steady stream of pre onto her stomach. She wiped a strand of saliva off her mouth and grinned. Her balls, fat and heavy, hung weightily over Dash’s crotch. “Because I really need this.”

She gave Dash’s breast a quick squeeze and then scootched down the bed. Her shaft bobbed beneath her as she walked herself back on her hands and knees, looking bigger and darker by the second.

“Okay, then.” Twilight lined herself up with Dash’s marehood. Dash eyed her with some trepidation. Celestia, but that thing really was huge. How in the world would it be able to fit inside of her? She’d never gotten anything even a third of its size inside of her? She gulped, then tensed when she felt Twilight’s fat, wet flare brushing against her lower lips. Her nethers pulsed with heat and arousal, signalling: Yes, this is what you want. Just a few more inches.

Twilight took a deep breath. Then, looking utterly focused, she pushed her hips forward.

Rainbow’s eyes shot wide open. There was a sharp, searing pain stabbing at her crotch. It felt like a bolt of lightning, like a sharp cut, like a groaning, soaring ache that only increased with each passing second. “Stop, stop!” she yelped.

Twilight did. The second she pulled her hips back, the pain went away. “What’s the matter?”

Rainbow Dash’s heart thudded in her chest like a locomotive. “I—I think you’re too big.”

“...Really?” Twilight blinked down at her. Then she glanced at her oversized stallionhood. A bit of red tinged her cheeks. “I mean, I know I’m a bit larger than most stallions, but I’d have thought that you would at least be able to take some of me.”

Shame warred with guilt warred with pain in Rainbow Dash’s thoughts. She gritted her teeth, cringed, and bit out, “Yeah? Well—you—you’re just way bigger than all of them. Seriously, Twi. You’re just huge.”

Twilight had the almost perverse audacity to look pleased about that. At least she looked somewhat embarrassed about it as well, though. “Huh,” she said slowly. As she scratched her chin, her cock flared again, depositing a good teaspoon of pre over Rainbow’s nethers. “I suppose so…”

“Sorry,” Rainbow mumbled. She’d sunk back into her holy-shit-I-want-to-die mindset in what felt like the blink of an eye. Great, now Twilight was going to think that she was a lightweight. A quitter. And Rainbow Dash was not supposed to be a quitter.

“Got it!”

Twilight snapped her fingers. “It’s not exactly optimal, but it should work for now.”

Rainbow Dash stared at her, frowning, as Twilight’s horn lit up with the familiar glow of magic. Behind her, she could hear a drawer opening; turning around, she saw an odd purple-colored tube floating in the air in front of her. It was fairly long, and looked smooth and squishy. There were a large protrusion on either end—bulbous shapes that, Rainbow Dash noticed with a blush, looked very much like a stallion’s flare.

“Oh, wow. I don’t think I’ve used this in ages,” Twilight said. The tube floated over toward her, wiggling slightly. She giggled. “Not since Moondancer and I had that calculus study party.”

Rainbow continued to stare at it. “Is that…”

“A double-sided dildo? Yes!” Twilight beamed at her. “Sure, it might not feel quite as good as a cute mare’s lady bits”—she gave one of Dash’s breasts a little tap—”but it should definitely be fun all the same. You’ve used one before, right?”

“Oh! Oh, yeah,” Dash said. “Of course.”

“Excellent.” Twilight plucked the dildo out of the air, letting it flop over the side of her fist. It was big—around half again as long as her own shaft, though maybe two-thirds as thick. “I think we’ll get you on it first.” Her smile was almost wicked. “I might not get to be the one causing it, but I am determined to hear you squeal tonight.”

Dash’s ears burned. “Squeal, huh?” she shot back. She fell back onto her pillows, the mattress trembling slightly from the impact. She smirked back up at Twilight. “Do your worst.”

“Oh,” Twilight said, chuckling. Her fingers squeezed gently into the soft “flesh” of the dildo. “I’ll certainly do my best.”

By the time the dildo was lined up with her crotch, Rainbow felt like she was ready. She could feel it prodding against her nethers, not hotly, like Twilight’s, but still retaining some kind of smooth firmness that made her marehood ache to be filled. Twilight met her eyes, and Rainbow nodded in return; an instant later, she felt something pushing against her—and then it was in.

Dash exhaled slowly, her eyes fluttering. She’d never stuck more than a few fingers inside of herself at one time, so Twilight’s toy was a completely alien sensation. It filled all of her, stretching her cunt wide as it slowly slipped inside. Each twitch of her inner walls made it shake and jiggle inside of her, though it retained more than enough firmness to make her dripping cunny clench. She bit her lip, groaning softly as Twilight pushed another inch inside of her.

“Better?” Twilight purred. Rainbow nodded, her eyes still half-lidded. Twilight was softly stroking her belly with one hand as she penetrated her with the other. The dildo’s flare was starting to push against the edges of Rainbow’s cunt, filling her with a greater pressure even as its “medial ring” sent tingles dancing along the edges of her clit. Somewhat blearily, she could see Twilight smile down at her. “I guess this is somewhat more what you’re used to taking.”

“Y-yeah,” Rainbow mumbled. “S-sure.”

It wasn’t, sadly, everything she’d expected. When Twilight’s cock had been stuffed down her throat, she’d been able to feel it—pulse in time with its every monstrous throb. The merest touch of Twilight’s shaft had filled her with a burning, sticky heat, whereas the only heat surrounding the dildo itself was her own. And yet…

She gasped again, her body stiffening as Twilight jerked another two inches inside of her. Then, slowly leaning back down beside her, Twilight began to pull the dildo in and out, gently fucking Rainbow with each inch of the supple, silicon surface.

“You’re such a cute little mare when you’re getting stuffed,” Twilight murmured. Her lips brushed against Dash’s ear. Rainbow gave a primal little moan, her torso trembling as Twilight’s skillful hand pumped the dildo in and out of her. “And I wish I could be the one stuffing you—but I guess we’ll just have to settle for this. After all, I’m just too big for a cute little filly like you.”

Her voice had descended to a sultry, deeper tone. It took on a low, guttural rumble, hard lust layered with velvet. As Twilight’s fingers brushed against Dash’s clit, Rainbow realized that she wasn’t hearing Twilight speak so much as her stallionhood itself, gallons of churning, overflowing lust cascading into promises of sex and domination.

Her hand roamed across Dash’s bust as her magic took over, automatically pumping the dildo in and out like a piston. Dash twitched, panting, groaning as Twilight’s dildo rutted her, piercing her insides with a tightness she’d never imagined before. Twilight’s knuckles brushed across one of her nipples, and her back arched, a shock of electricity sending tremors down her spine. Twilight took the opportunity to slam the dildo back inside of her, Dash’s panted grunts melding with the tempo of the wet schlick-schlick of the toy in and out of her dripping cunt.

“But we’ll get there,” Twilight purred. She massaged Dash’s thigh sensually, her other arm curling around Rainbow’s back and holding her close. Rainbow could feel Twilight’s member grinding against her ass as the other mare pumped her full of thick, flared, silicon cock again and again. “Because I want to show you what a real cock feels like. Because I want to feel what it’s like to be inside you.” Dash whimpered, her thighs flexing as Twilight pulled the dildo out almost completely—before ramming it again.

She could almost feel the curl of Twilight’s lips against her ear, could feel her hot breath against her cheek. “Because,” Twilight purred, “I want to stretch out that cute little pussy of yours until I’m the only one big enough to satisfy you.”

Rainbow Dash’s breathing sped up. The tempo of her heartbeat doubled, sweat dripping down her face as she jerked. She was driving herself downward upon the dildo as much as Twilight was penetrating her with it by now; her tits jiggled with every downward thrust, her whole body tensing, aching, curling with delight as she was filled again and again. Her clit sang with pleasure, her wet, burning lips tingling as she approached her peak for the second time that night—

Her second orgasm was even stronger than her first. Rainbow Dash cried out in pleasure, her eyes rolling back as her climax hit. Waves of pleasure crashed against her crotch, rushing through her veins as her whole body writhed and flexed. When she came off of it, she was panting, groaning, with beads of sweat dripping down her forehead and chin.

She met Twilight’s eyes. The other mare looked pleased, but also somewhat amused. “Wow,” Twilight said, grinning. “I’ve never seen anypony cum that hard from a dildo before.”

Rainbow blushed. Twilight’s grin just widened. The mare herself pulled back up until she was sitting on her knees, then took her still-engorged erection in her right hand. She pulled it forward a few inches, then let it go. It slapped loudly against her belly and lower chest, making her breasts shake and jiggle. Dash couldn’t help but giggle at the sight.

“I’ve got to say, Rainbow,” Twilight said, “I’m looking forward to seeing what kinds of noises you make when I’m inside of you.” She gave her fat shaft another pat, still grinning. “But for now...I think it’s my turn for some fun.”

“Your turn?” Rainbow asked. “What, to use it?”

“Not only me,” Twilight scoffed. She quirked an eyebrow at Rainbow. “It’s for sharing, of course. What’d you think the two flares were for?”

Rainbow tried to ignore her blush. “Oh! Yeah, of course. Duh.” She nodded at the dildo, which was once more floating enclad in Twilight’s purple aura. Some of her juices were still trickling down the sides, drip-dropping down over her crotch. “So how’re you…”

“Just stay down,” Twilight said. “And I’ll take it from there.”

Dash inhaled sharply when she felt the dildo push its way into her marehood again. The nectar from her last orgasm made its entry slick and easy, her walls clenching eagerly around the now-familiar toy. A beat later, a grunt above her announced Twilight’s new position. The other mare had positioned herself just over Rainbow’s hips, her own hips hovering patiently in the air. Slowly, and biting her lip as she did, Twilight lowered herself down onto the top portion of the dildo. With her free hand cradling and massaging her heavy balls, Rainbow was able to snag a glimpse of Twilight’s winking clit: a long, dripping cavity absolutely soaked with her juices.

As Twilight speared herself on the dildo, a look of pure, dreamy satisfaction slipped over her face. She groaned softly, kneading her balls as she let herself slip another inch down. With her magic keeping the toy in place, she moved her other hand to her drooling shaft, wrapping her fingers as far as they would go around her monstrous member. They couldn’t even reach all the way around, but evidently the sensation alone was enough to provide for another splurt of precum over Rainbow’s torso.

Dash gave a grunt as Twilight’s pre splattered all over her stomach. Twilight groaned again as she bottomed out, her crotch touching Rainbow Dash’s. Their clits rubbed together, juices mixing together as each cunt clenched around their visitor. Twilight’s cock throbbed, and somehow Dash could feel the vibrations of her arousal pulsing through the soft, supple surface of the dildo filling them both.

“Mmff.” Twilight’s hand brushed across Rainbow’s chest, giving one of her breasts a squeeze. Now all but sitting atop Dash’s crotch, she began to pump her body back and forth, letting the dildo fill and leave her in a long, fluid motion. Dash groaned in return as the pressure of Twilight’s pussy around the dildo pulled it along with her, all but fucking her by proxy.

“Ooh, yes.” A happy shiver went through Twilight’s body. She squeezed Dash’s breast even harder, the small mound of titflesh squishing between her fingers. “I haven’t been fucked like this in too long.”

Rainbow refrained from telling her that she wasn’t really getting rutted—after all, if it felt good enough for her, then who was she to judge? And, as much as it wasn’t Twilight’s own cock, it still felt real enough. She found her breath growing short again, her clit twitching and pulsing with heat as each one of Twilight’s steady pumps drove the dildo in and out of her like a piston.

Above her, Twilight was panting, her tongue lolling out of her mouth. As if unable to help herself, she had one hand back around her cock. Her fingers looked slender, even tiny, compared to the massive girth of her fat, dripping shaft. Her eyelashes fluttered, her cheeks turning pink as she jerked herself off to the tempo of the dildo fucking them both. Dash could feel her clit sliding across her lower belly, then back over her crotch as their pussy lips met and touched and kissed, sharing in their shared fulfillment.

“Oh, gosh, Rainbow,” Twilight gasped. “Oh, goodness.” With one hand still firmly clamped around her dick, she’d moved the other up to her generous DD-cup breasts, which she was currently groping for all their worth. She gave her erect nipple a squeeze and groaned; oodles of breastflesh oozed past her knuckles as she molested her tits as much as she could. Her “thrusts” were increasing in speed, now, her big breasts smacking against her chest in a steady one-two beat.

She moaned, her head tilting back as her cock throbbed again in her grip. Her hands dripped shiny precum down over Rainbow’s stomach; her balls, full and heavy, bounced up and down between her generous thighs with each thrust. Whenever it was visible, Rainbow could make out the medial ring of the dildo caught between them: wet and slick, glistening with her marecum and Twilight’s own juices.

“Oh, f-fuck.” Twilight moaned again, her eyelids fluttering. Her hand squeezed her dick even harder, struggling to wrap all the way around. The dildo drove its way deeper and deeper inside of them, the tightness of Twilight’s pussy forcing it further inside Rainbow’s cunt than she’d even thought she could take. Rainbow’s eyes bulged, half with pain, half with pleasure. She could feel her biceps flexing, her core tensing as she built up to another peak. And was Twilight...cursing?

“Oh, fuck!

Twilight’s whole body suddenly jerked, lurching like the tail end of a whip. Her head snapped back, and suddenly she was moaning, grunting, panting as her orgasm hit. Her massive organ flared, and then it was spitting out rope after rope of thick, sticky cum all over Rainbow Dash. Twilight continued to pump her hips against Rainbow’s, her two orgasms mixing together and providing a more massive climax than ever before.

Each spurt of her cock led to another glob of gooey spunk oozing down Rainbow’s chest. As each creamy shot landed on her coat, she felt her body warming up a little more. The jerks of Twilight’s orgasm pushed her over the edge as well, and soon she was moaning too, her body writhing as Twilight painted her fur white.

As Twilight’s climax continued, Rainbow’s whole torso was splattered with white. Stripes of cum, each half as thick as her thumb, were layered over her tits and stomach. Her cleavage held a small river of oozing, gooey spunk, and her face was covered with the evidence of Twilight’s virility. She groaned, struggling to push herself up onto her elbows. Bits of Twilight’s seed, gloopy and full of musk, had dripped down her forehead to her cheeks, obscuring her vision. She grunted and wiped her face clean, smearing her arm with jizz.

Finally, Twilight collapsed—directly on top of Rainbow’s chest. They groaned together, their tits squeezing together, with Twilight’s fat bust oozing over Dash’s more slender figure. Twilight’s still-throbbing cock was caught between them; Rainbow could feel it grinding against her abs, with the flare just barely sandwiched between Twilight’s own cleavage. She felt Twilight’s marecum dripping down between her legs and suppressed a shudder of pleasure.

Twilight was panting. Groaning softly, she let her head fall and nuzzled against Rainbow’s cheek. “Whew,” she murmured, her voice slightly muffled by the pillow. “That was...fun.”

“...Yeah,” Rainbow mumbled. There really wasn’t anything else to say.

Twilight chuckled softly. Moving her hands up until she was all but hugging Dash around the shoulders, she hummed softly and cuddled her a bit closer to the pillow. “Y’know,” she murmured, nuzzling Rainbow’s forehead. “When we’re done here tonight, you can take one of my dildos, if you want. They’re quite a bit of fun, and they might even help.”

“Help?” Dash said. “With what?”

Twilight pushed herself up a bit. From here, she seemed to loom over Dash’s prone form, her fat tits jiggling softly above a cum-covered cockhead that bobbed and swayed in an imaginary breeze. “Well,” she said slyly, “I was kind of serious about getting you to take my length.”

With that, she planted a kiss on Rainbow’s forehead. Dash may have been blushing, but she was smiling, too.

“If that’s what it takes,” she said, and kissed Twilight back.

Chapter Five

They didn’t meet again for another week, but with each passing day, Rainbow found herself growing more and more restless. Sure, she and Twilight saw each other around town, and (of course) at Rarity’s weekly picnic lunch. But Twilight didn’t offer to schedule another day or time, and Dash felt too awkward to broach the subject herself. Plus, Twilight seemed...distracted. Off, a little bit.

Though the bulge in her pants didn’t get any smaller. And Twilight’s libido stayed as high as ever. Rainbow found herself catching dark stains around Twilight’s knees, the other mare’s package throbbing and swelling, as if in response to her attention. Whatever her mental state, Twilight’s body still seemed to know what it wanted. More than once, Rainbow found her gaze lingering over Twilight’s crotch, an unspoken promise passing between them. She would be ready for it. And Twilight, it seemed, would be ready in turn.

None of this had gone unnoticed by their mutual friends. Even Rarity had taken her aside once, just after the picnic, asking if she’d noticed Twilight’s “new, ah, attributes.” It turned out that a taller, bustier Twilight needed a taller, bustier wardrobe. Who else but Rarity would have been entrusted to get her fitted?

A wave of jealousy had welled up in her chest with the news that somepony other than her had seen Twilight’s malehood, but just as quickly she’d forced it back down. Twilight’s cock wasn’t hers. She wasn’t even able to take it inside of herself yet. Why was she getting all flustered about Rarity catching a glimpse of the thing? No doubt she’d barely even caught sight of the head...that big, black flare, straining against the confines of a pair of panties that had been filled to bursting, their fabric so drenched in pre that Twilight’s plump, sloshing balls looked just about ready to rip right through them.

And she wasn’t able to take it inside of herself yet, but she practiced—oh, she did. Every night, her daily ritual moved from fingers to the dildo Twilight had given her. As she laid back on her bed, her eyes screwed shut as she pumped the toy in and out of her dripping cunt, she imagined Twilight pinning her down, her massive cock stuffing her clenched pussy full. Twilight, her heavy breasts brushing across Rainbow Dash’s own as their lips brushed together. Twilight, her erection poking up obscenely beneath the bottom of her skirt in public, aroused by even the smallest of touches.

Afterwards, when Rainbow would lie tangled in her sheets, her chest heaving and her gaze stapled to her cloud-marble ceiling, her wings twitching beneath her, she would cuddle the dildo to her chest. She imagined it was Twilight’s, thick and hard and warm, throbbing with arousal as it leaked her tangy femcum (or, as she imagined it, Twilight’s thick, gooey spunk) onto her breasts. She fell asleep those nights with a smile on her face and a flame still flickering in her loins.

By the end of the week, though, Rainbow’s orgasms weren’t quite as...explosive as they’d been when she’d started using the dildo. Her marehood didn’t feel stretched quite as tight; the dildo no longer felt quite so overwhelmingly large. If anything, she was growing dissatisfied with its size and girth, finding herself yearning for something more even after her second orgasm left her breasts quivering with pleasure.

And then, exactly a week after their last “meeting,” Rainbow received a note. It burst into existence over her pillow in a flicker of dragonfire, a scroll neatly bound with a deep red ribbon. Upon opening it, she found just a time, a crudely drawn heart, and Twilight’s initials.

Ten hours later, she was standing in Twilight’s bedroom, her arms wrapped tightly around the other mare’s back. Their lips were pressed tightly together; the taste of Twilight’s tongue was sweet, alluring, erotic. She could feel it probing against hers, their mouths twisting together as Twilight’s breasts squished against hers. Twilight’s cock throbbed against her thigh, the fat, swollen bulge grinding against her leg as she pressed herself closer to Twilight’s body.

When they came away, Rainbow was beaming. “I’m ready,” she breathed. “I’ve been using that toy all week, and I think I’m ready for you.”

“You’re sure?” Twilight asked. She gave her crotch a pat. Her erection, restrained as it was by her (overly-tight, Dash was sure) pants, was at full attention. She grinned toothily down at Rainbow. “I’m feeling pretty big today.”

Dash just smirked. “Bring it on, big girl,” she said. “A Wonderbolt never turns down from a challenge.”

“Well…” Twilight’s grin turned sly. “If you’re sure…”

She pounced. In a second, she had Rainbow wrapped up in another kiss, her hands exploring every inch of Dash’s body. In another, she had Dash pushed down onto the bed, prone on her back, as she followed her down to the mattress. Twilight groaned into the kiss, rubbing her erection over Rainbow’s thigh through her pants, more and more precum drooling past the fabric of her clothes with every throb.

“You have no idea how long I’ve needed this,” Twilight groaned, nuzzling herself into Dash’s cheek. Her cock throbbed again, and she cried out cutely, her hips jerking forward. Rainbow could feel her fingers trembling as they worked at her pants’ button. “This has been...o-one he-heck of a week.”


“Mm…” Twilight nuzzled Dash’s shoulder. Already, her horn was glimmering with magic. Rainbow felt a sudden force pulling her shirt up over her head and didn’t resist. It slipped off easily, revealing her stomach and breasts.

Twilight took a deep sniff of her scent. Then she opened her eyes and grinned. “Not even a bra, huh?” As her fingers pulled away from her crotch, her thick black stallionhood sprang out. It looked almost bigger than Dash remembered it, longer and thicker. A steady stream of precum drooled from its tip, ten (pushing on eleven, by the looks of it) inches of slick, warm cockflesh pulsing with a steady current of arousal. Twilight smirked down at Rainbow, straddling her and pushing her back down onto the bed. “Naughty mare.”

“S-shut up!” Dash choked out. She was blushing, and her cheeks only burned redder when Twilight reached down to massage one of her breasts. “J-just shut up and fuck me.”

Twilight’s eyebrow went up. “Oh?” There was almost a sing-song tone to her voice now, a song of amusement mixed with lust and pure, growling hunger. “Does my little filly want to get rutted?”

But Rainbow had already kicked her jeans off. A heartbeat later, she’d torn off her panties, drenched with her juices, and flung them aside. “Shut up,” she growled, “and fuck me.”

She hadn’t even noticed Twilight removing her own clothes, but now the other mare’s breasts gleamed with a thin sheen of sweat, full and plump and enticing. Dash reached up and gave them a squeeze of her own, growling under her breath as she watched waves and counterwaves jiggle across the breadth of the other mare’s bust. She had to keep pushing, had to keep herself focused on her goal. Tonight was the night she’d finally let Twilight take her, and she’d be damned if she let herself get distracted now.

“Eager little filly,” Twilight growled back, flashing her teeth. Her cock shuddered, sending a glob of precum splattering across Rainbow’s chest. Rainbow whimpered when she felt Twilight pull her hips back, the wide, fat flare of her member prodding against her burning clit. “You want to get fucked, huh, Rainbow? So much the better. Because I’ve got a lot—”

Her hips jerked forward. Rainbow’s eyes flew open, her jaw opening soundlessly as a jolt flew through her body.

“—of pressure to work off.”

Rainbow Dash’s chest heaved. Her breasts quivered, erect nipples trembling against the air. She felt her hands curl into fists, her wings twitching beneath her body as Twilight pushed her girth inside of her. She was in pain, but it was a good pain and every throb of Twilight’s massive cock sent another surge of pressure against her ever-tightening vaginal walls.

Twilight moaned as she jerked herself another inch forward. Her copious pre, mixing with Rainbow’s own dripping juices, was more than enough lubricant to ease her member forward. Beneath her, Dash moaned in reply, her body twisting and twitching as Twilight filled her more and more.

“Ooh, yes.” Twilight bit her lip, her eyes fluttering closed. She grabbed each of Dash’s breasts and squeezed, the cute little tits squishing easily in her fingers. She felt her medial ring press up against Rainbow’s clit and shuddered in pleasure. Her shaft contracted inside of Rainbow’s cunt, and fired off another volley of warm, wet pre to splatter against her tight walls. “Oh, yes, Rainbow! I needed this.”

Beneath her, Dash continued to moan incoherently. Her arms and legs twisted, shaking as Twilight continued to stuff her full with each new inch of cock. She felt so full, so stretched, filled almost beyond belief. Twilight’s medial ring prodded against her marehood and slipped inside a second later, its fleshy circle pressing tightly against her walls. Rainbow Dash gasped, her eyes rolling back as another shudder of pleasure ran through her. Sure, it may have hurt...but nothing had ever hurt so pleasurably as this. If this was what she’d been missing, she didn’t ever want to go back.

With a grunt, Twilight jolted her hips forward. Dash wailed as she felt Twilight stuff the last few inches of her cock inside of her, her overstretched pussy barely able to keep up with its full size. She’d thought she’d been ready before, but Twilight’s stallionhood was an entire league above the dildo she’d taken.

And yet...it felt amazing. Twilight grinned down at her, brushing her hair behind her horn with the back of her hand. “How’s that?”

“Fuckin’ incredible,” Rainbow wheezed. She groaned, shifting her hips so that she could feel Twilight’s cock squelching inside of her. Her pussy, well-lubed with the other mare’s slick pre, shifted easily around it. “F-fuck, you’re big.”

“Just for you,” Twilight said. Her grin widened. Something mischievous glinted behind those big, purple eyes.

In the blink of an eye, she’d tumbled to the bed, her breasts hitting the sheets with a thump. Rainbow had barely a second to react as Twilight wrapped her up in her arms and yanked her to the side. Her body went spinning a full ninety degrees, and she found herself hugged tightly to Twilight’s chest as the other mare’s cock continued to throb inside of her.

“I tried this position once with a cute colt in Canterlot.” Twilight’s voice was low and sultry, confident and hungry. She nipped at Rainbow’s ear, and Dash moaned. She squirmed atop Twilight’s shaft, trying to fit more and more of that bulging member inside of her. “He said he liked hearing all of my cute little moans. But I think I just like holding you close while I fuck you.”

Dash moaned cutely. She didn’t even care anymore; so long as it made Twilight rut her harder and faster, she’d do anything. Twilight’s fingers squished against her breasts, holding her tight against her own voluptuous bust. Dash could feel Twilight’s nipples brushing against her shoulder blades even as the other mare’s cock twitched inside of her. She could feel the heat of Twilight’s breath, envision the smile on Twilight’s face, as the other mare slowly pulled her stallionhood back out, exhaling with a pleased sound of satisfaction.

And then Twilight rammed her length back inside. Rainbow gave a strangled squeak of pleasure as Twilight bottomed out inside of her, another splurt of pre staining her cunt.

“I think I like it when you moan,” Twilight murmured. Her lips brushed against Rainbow’s ear; she took Dash’s earlobe delicately between her teeth and nibbled lightly on it as she pumped her cock in and out of Dash’s cunt. Dash just moaned, twisting and squirming with delight as Twilight rutted her properly. “Mmff. It makes me feel nice and big.”

“W-well,” Rainbow stammered. It was difficult to string together a coherent thought when she felt her pussy was filled to bursting, but she did her best. “M-maybe I’m just happy to find a stallion worth my time.”

Twilight giggled, still pumping her length in and out. Her fat, cum-swollen balls slapped wetly against the mattress, the lakes of seed inside them eager to be freed. “Stallion, huh?” she purred. “A mare who’s more stallion than any colt out there. And you’re all hers.”

She gave Dash’s ass a squeeze, covering Dash’s Cutie Mark with her palm as her fingers splayed out around it. Rainbow moaned, her muscular butt flexing and swelling in Twilight’s grasp as her cunt trembled and clenched around its invader. Twilight just groaned in pleasure, her hands eagerly roaming across every inch of Dash’s body she could reach.

“All mine,” Twilight murmured. She gave Dash’s thigh a squeeze and hilted herself inside of her again. Dash let out a strangled “urk”, the pleasure of being filled threatening to overwhelm her completely. She could feel Twilight’s heartbeat, every throb of her cock inside of her acting like a second heart beating in time with her arousal. She could feel Twilight’s big breasts against her back, rippling and jiggling with each meaty thrust. Twilight’s fingers wound through Dash’s hair, and Rainbow’s back arched, her head held in place against Twilight’s chest as the other mare slammed her cock deep inside of her.

Tears of pleasure came to Rainbow’s eyes. Twilight growled into her ear, her cock throbbing hugely inside of her. “My mare,” Twilight snarled. And the rutting began in earnest.

Dash didn’t know how long they went for, or how hard. She didn’t know whether Spike could hear her shrieks and moans, and frankly she didn’t give a shit. She writhed and moaned as Twilight fucked her, every throb of her ten-inch tool stuffing her pussy full before another backwards thrust emptied it again. The steady pap-pap of Twilight’s heavy balls against the mattress only made her dripping cunny wetter and hotter, the promise of the thick, creamy filling to come only turning her on even more.

Fuck. Fuck! Dash could feel every twitch, every spasm, every throb of Twilight inside of her. She could feel the other mare’s body twisting beneath hers, Twilight’s cute little grunts mixing with her own as their damp, sweaty bodies grinded together. She could hear Twilight snorting, the other mare’s teeth nipping across her neck as her cock flared inside of her again and again. Rainbow Dash’s eyes rolled back, an overpowering sense of oneness rolling over her. A sense of union, of fullness, of completion surged in her veins, her abused pussy aching with musky, dripping satisfaction.

Twilight’s snorts and grunts grew in intensity and frequency. Her grip on Rainbow’s ass was beginning to dig even more tightly into her taut, muscled cheeks. Rainbow grunted and groaned, twisting and clenching around Twilight’s enormous girth as she felt her peak getting closer and closer.

“Oh, fuck,” Twilight grunted. “I’m gonna—I’m gonna—Rainbow!

Hearing her name made Dash’s heart throb inside of her chest. She thrust herselfforward, her inner walls clamping down around Twilight’s cock as she came. She cried Twilight’s name out in echoing reply, her own orgasm beginning just as the other mare’s climax began to erupt.

And erupt it did. Fat globs of jizz spattered against her insides, a tidal wave of seed washing Dash’s stretched cunt as Twilight whinnied and moaned. Twilight’s thrusts went wild, her rhythm breaking down as she slammed her spasming cock inside of Rainbow again and again. Her fat balls slapped against the soft sheets, those churning orbs retracting as they emptied their hot, sloshing load directly into Dash’s pussy.

Dash’s hand twitched to her stomach. She could feel Twilight’s orgasm, a crashing wave of hot, creamy seed rolling and breaking inside of her. She cried out, her vaginal walls spasming to milk Twilight’s climax for as much as it could manage. Her own orgasm reached a towering peak, her sweet femcum mixing with Twilight’s thick, musky spunk, the other mare’s gooey seed sloshing inside of her pussy and leaking out onto the sheets. As her climax subsided and she flopped down onto her back, Rainbow thought she could feel her womb filling with Twilight’s cum, the other mare’s jizz claiming and filling her completely and utterly.

She groaned, her hands falling limply to her side. Beneath her, Twilight moaned a final time, then strengthened her grip around Rainbow’s waist. Feeling too full and warm to resist, Dash let Twilight push her over until her side was resting on the mattress, Twilight spooning her from behind.

“Thank you,” Twilight said softly. She nuzzled the back of Rainbow’s neck and hummed quielty. Her engorged cock, still hilted inside of Dash’s pussy, twitched a final time, letting one last glob of cum splatter into the ocean of seed sloshing inside of her. “I...really needed that.”

Rainbow groaned again. “F-fuck,” she said. She felt almost woozy from the warmth of the afterglow filling her. She made an effort to turn her head and met Twilight’s glittering eyes. Smiling silently, she nuzzled Twilight’s cheek in return. Her smile only grew as she heard Twilight’s soft hum increase in volume.

“You liked that, huh?” Twilight snuggled closer to her, the sheets rustling softly beneath her weight. Her head sank into their shared pillow, the soft, plush fabric deforming against her ear.

Dash exhaled. “...Yeah,” she said. “You?”

Twilight just giggled. “You know it.” She snuck an arm beneath Rainbow’s breasts and hugged her close.

Rainbow didn’t try to break free. She didn’t turn away. Instead, she just...lay there, calm and content. Twilight’s cock still throbbed gently inside of her, but it was the heartbeat of a beast that had been sated. At least for the time being. Gingerly, she reached down and brushed a finger across her drenched pussy lips. She pulled it away covered in a mixture of her and Twilight’s cum. It was warm, and dripped with their combined lust.

“You want to get up?” Twilight asked softly. “Wash off, maybe? Pack up?”

Dash considered that for a moment. She really did. Then she registered the weight of the body beside her, the warmth of the mare snuggling against her side.

“...Nah,” she said. Twilight grinned at her, her horn glimmering. The lights clicked out.

Ten minutes later, they both were snoring softly, their bodies woven together as starlight glimmered through the crack in the window’s curtains.

Chapter Six (No Clop)

Rainbow Dash woke up entangled in Twilight’s sheets.

She groaned blearily, warm rays of sunlight drifting in through the half-open curtains. She yawned, then, feeling for the warm spot next to her, snuggled up closer to Twilight’s side.

Except Twilight wasn’t there.

Dash sat up in bed. She rubbed her eyes and yawned again, then blinked dumbly around the room. Twilight was nowhere to be seen...but her bathroom door was closed, and she could hear the sound of water running through it. Smiling, she scrunched up at the head of the bed and hugged her knees to her chest.

She’d...done it. She’d slept with another pony. Had sex with another pony, and stayed over for the night. And woken up in their bed. Twilight’s bed.

She felt giddy. Her chest was warm and felt ready to burst. She felt like there were butterflies fluttering in her gut, but they were happy butterflies. She found herself only wishing that she’d woken up with Twilight still beside her.

There came a knock on the door. “Twilight?” Spike’s voice called. “You up?”

“C’mon in!” Rainbow said automatically. Too late, as the door creaked open, she realized just where she was—and in what state of undress she was in. “Wait!” she hollered, heaving the blankets up over her bare chest just as Spike stepped through the door.

He took a moment to recognize her. He just stood there, somewhat awkwardly, staring dumbly at Twilight’s bed. Then a deep, red blush spread across his scaly purple cheeks.

“Um.” He coughed, quickly glancing away. “I, uh...got a scroll for Twilight.” He stared out in the hallway and hefted a cream-white scroll in her direction. It was tied in a bright red ribbon, and stamped with an official-looking seal. “It just came in.”

Rainbow Dash found herself frozen in place. “Ju-just leave it on the floor,” she choked out. “Or something.”

“Right!” Spike’s claws hastily opened, letting the scroll fall to the carpet. “Um...sorry.”

Dash’s ears burned. Damn it, why was he still here? “No problem.”

The bedroom door closed. Dash released a breath, exhaling heavily. Fuck.

Now she just had to hope Spike wasn’t a gossip.

A beat later, the bathroom door clicked open. “Good morning!” Twilight said brightly as she stepped out. There was a towel wrapped around her waist, and a clean white bra bound around her chest. “What was that?”

“Uh.” Dash blinked at her. “Spike. He left you a note.” She jabbed a finger toward the scroll on the ground.

“Oh!” Twilight levitated it over and opened it. “Thanks!”

She was silent for a moment, her eyes scanning each line in turn. Then she read it again, humming quietly to herself. When she was done, she wrapped the scroll back up and placed it on the dresser beside her bed.

“So?” Rainbow asked. She couldn’t help it; she was curious. “What is it?”

“Oh, just Princess—I mean, Celestia.” Twilight brushed a wet strand of her hair out of her eyes and cracked a tired-looking grin. “I have got to get used to saying that.”

“What’s she need?”

“Me, apparently.” Twilight bent over and slid open a drawer from her dresser. As she let her towel slip down, Rainbow got a very nice view of her plump, perky butt. Her cheeks burned, but she kept her gaze planted firmly on Twilight’s rear. She’d definitely seen worse by this point.

Once Twilight had tugged on a pair of black silk panties, she turned back to Rainbow. “Apparently Princess Luna’s gone off to Saddle Arabia on a diplomatic trip, and Celestia needs me to take care of some of her extra duties and projects while she’s gone. Nothing too big.”

“Like what?” Dash asked suspiciously.

Twilight shrugged. “I guess I’ll find out when I get there. I’ll have plenty of time to work through it—Celestia said that Luna might be gone for up to two weeks.”

“Wait,” Dash said. “Two weeks? In...Canterlot?”

When Twilight nodded, Rainbow flushed. “While I’m still...here, y’mean.”

Twilight’s eyes widened. “Oh! Yes, just me.” She cracked a guilty-looking smile and cupped the bulge her package made in her over-stretched panties. “Sorry that I won’t be around for any more fun in the meantime. But I’m sure you can find somepony else to keep you entertained!”

Entertained. Rainbow bit her lip. How could she tell Twilight that she couldn’t find somepony else—that it wasn’t just entertainment she wanted. Damn it; when she’d fallen asleep next to Twilight last night, she’d felt more...satisfied, more whole than she had in years! And Twilight was just going to up and leave?

“Are you sure you have to go?” she asked, trying not to sound desperate. “Maybe someone else could pick up the slack. Like that Blueblood guy!”

Prince Blueblood?” Twilight actually giggled. “I don’t think he’s up to this kind of thing at all. And Celestia mentioned that she’d need me specifically for a few things, so I don’t think he’d be qualified to take over even if he was...well, qualified.” She snorted and tugged a pair of jeans up over her panties.

Once she’d pulled a turtleneck over her head, she evened the hem out over her hips and shot Dash a friendly smile. “Don’t worry, Dash. You’ll still be able to get plenty of action while I’m gone, right? And you’ve got training with the ‘Bolts, right? I’ll bet Soarin’s been eyeing you.”

“Soarin’,” Dash mumbled. “Right.”

“And besides,” Twilight said, levitating over a pair of shoes. “It’s only two weeks. I know I said all that stuff about stretching you out last night, but I don’t think it’s actually physically possible. You should,” she said brightly, “at least in theory, still be able to have pleasurable intercourse with any other pony. Though they won’t have both sets of equipment, like I do.” She cupped her ample bosom and jiggled it a bit.

A grin touched her face. “Oh! You’ll see me off at the train station, right? I’ll have to catch the early one, so that means just a quick breakfast. I can have Spike whip up some pancakes for us, if you’d like.”

“Sure,” Dash said. She could already tell that she’d lost. She huddled back against Twilight’s bed’s headboard and nodded sullenly. “Sounds perfect.”

Two weeks passed far too slowly.

Rainbow Dash tried masturbating. She really did. Her fingers felt...good, just as they always had. And yet, even on the nights that she reached it, her climaxes felt...hollow. Empty. Insincere.

Damn it, Twilight, she’d think to herself, glaring up at her ceiling. It stared blankly down back at her. What the fuck have you done to me?

When she went to sleep, she found herself tossing and turning. Her bed felt...cold. Empty, just as her orgasms did. She found herself snuggling against Twilight in her dreams, and awoke to just another lumpy pillow.

Find other ponies, Twilight had said. But Dash didn’t dare. She still had no idea how Twilight had managed to initiate their...deal in the first place, and even if she did, hooking up with another pony would have felt...wrong. Sure, maybe Twilight had mentioned it with a grin, and sure, maybe another stallion’s cock, or another mare’s chest would have felt just as nice.

But they wouldn’t be Twilight’s. Rainbow slammed her fists against that metaphorical wall more times than she could count, but only came up empty. Gah! Why the fuck did she care so much? Why couldn’t she just waltz up to Soarin’, or Big Mac, or Rarity, and blurt out, “Yo, wanna fuck?”

Because they wouldn’t be Twilight, she knew. Because they wouldn’t have her stallionhood, or her chest. Because they wouldn’t have her smile, or her tight hug, or her laugh. Because she would feel them pressing up against her at night, and it would feel wrong, because they weren’t Twilight. Because Twilight had taken from and given to her what nopony else had, and Rainbow didn’t know how she would ever do that again.

Two weeks passed like an eternity.

Rainbow was standing on the platform when the train rolled in.

Her wings twitched incessantly behind her. Spread to half of their full width behind her, she’d found herself unable to fold them fully. But she didn’t care. She wanted to feel them twitching, wanted to feel her feathers rustling to the beat of her heart. She wanted to be reminded that this was it, that this was the day that Twilight came back.

As the train emptied, she flapped her wings to hover a good few feet above the oncoming crowd. She squinted past the sea of ponies, searching for the dark, striped purple mane and horn. And...there! Sticking up like a sore thumb, and wearing a white blouse that looked far too small around her chest, was Twilight. A small suitcase levitated beside her, and she seemed to be looking for something.

“There she is!” A few inches below Dash’s knees, Applejack waved and whooped excitedly. “Hey, Twilight! Welcome home!”

“Girls!” Twilight rushed toward them, her hair bouncing and swaying behind her. As Dash touched back down onto the ground, she noticed that Twilight seemed to be wearing new clothes entirely...and that she was a good inch taller than she remembered. And there it was: the bulge at her crotch, as obscene as ever. That looked bigger, too.

All of her looked bigger, really. More voluptuous. But the wide, innocent smile on her face… That just lit up the whole platform. Dash hardly knew what she was doing as she pushed past Rarity and Fluttershy, shoved the floating baggage aside, and seized Twilight in a bear hug.

“Oh! H-hey, Rainbow!” Twilight chuckled as she hugged her back. Rainbow grinned, then snuggled a bit more closely against Twilight’s chest. She could feel the other mare’s breasts squishing against her chin, could feel Twilight’s package grinding against her crotch.

“Group hug!” Pinkie chirped. And then the other five piled on. Applejack whooped as she grabbed all three of them in a hug; Rarity mostly kept her hands to herself, though she managed a delicate hug around Twilight’s middle. But Rainbow stayed in close, feeling Twilight’s warmth suffuse her. She took a deep breath, inhaling her scent.

The hug ended, and they pulled away. Except for Rainbow...at least fully. She kept one arm curled around Twilight’s waist and faced the others with a grin. Twilight waited for a moment, then gave her an odd look. Rainbow blinked as Twilight gently pushed her hand away with a pulse of magic, then let it fall to her side.

“It’s really great to see you girls,” Twilight said, turning back to the others. “Canterlot has been invigorating, but it’s really good to be home. And away from all of that paperwork. I could definitely use a vacation after all of that.”

She shot Rainbow Dash a wink. On impulse, her heart beating a little bit faster, Dash made a grab for Twilight’s hand. She wasn’t even fully aware of doing so—just that one moment, her hand was hanging by her side, and the next it was twisted in Twilight’s, their fingers intertwining.

And then Twilight was pushing her away, a plastic-looking grin on her face. “Rainbow,” she said, out of the corner of her mouth. “What are you doing?”

Dash started. “Oh!” She glanced at Twilight’s chest, then up at her eyes. She offered a half-smirk. “Well, uh…”

“Girls, could you excuse us for a moment?” And Twilight took hold of Rainbow’s hand—though by the wrist, not by the fingers, and pulled her away.

“What are you doing?” Twilight asked, once they’d moved fully behind a pillar. Her tone wasn’t even harsh, just...confused. Rainbow winced.

“Just...saying hi,” she said lamely. “Is there something wrong with that?”

Now Twilight looked uncomfortable. “It’s just...you’re getting a little too touchy-feely,” she said. She chewed on her lower lip. “And especially in front of everypony else. I mean, I know you want to have some fun, but...time and place, right?”

“Oh.” Dash’s words felt hollow as they left her lips. “Right. Got it.”

Twilight shot her an awkward grin. “Great,” she said. “Because I am looking forward to it. Just...later, alright? When not everypony’s watching.” And she turned, paused, and gave Dash a swat on her ass.

Something snapped.

“When everypony’s not watching?” Dash burst out. “What the hell does that mean?”

Twilight spun back. She stared at her, her cheeks reddening. “I’m sorry?”

“We do...all of that!” Dash gesticulated wildly, flinging her arms every which way. She didn’t care who she hit. “And you’re scared of how you look in public?”

Twilight drew herself up. In that moment, Rainbow realized just how much taller she’d gotten. Once barely five-foot six, Twilight had to be pushing six feet now, if not an inch or so more. Another half-foot, and she’d be rivaling Celestia in height.

“Well, yes.” Twilight didn’t sound haughty so much as disappointed, her lip curling as she spoke. “I thought we made it clear that this was a professional kind of situation. Not...well…”

“Not what?”

“Romantic!” Twilight threw up her own arms. “Gods, Dash. I’d expected you to handle this all better than this. You’re getting grabby at the train station—what am I supposed to say? I thought you’d dealt with this kind of thing before!”

“I haven’t!

The platform seemed to go dead silent. Twilight stared at her, her eyes wide. Around them, the crowd buzzed mindlessly. Rainbow swallowed.

“I haven’t,” she said hoarsely. “I...lied. I’ve always been lying.” Her hands balled up into fists and she stared at the ground. “Fuck, Twilight. Of course I was a fucking virgin when we started. I didn’t know a single fucking thing about sex. I was doing my best to just keep you from noticing.”

Twilight’s hand flew to her mouth. “So...you mean…”

“Yeah,” Dash said miserably. She struggled to meet Twilight’s gaze. “Look, I get that you wanted this to be casual, right? Friends with benefits, all that bullshit. And I tried to remember that. But I just...loved being so close to you. Being with you, in that way. And then you left, and I didn’t know how to deal with it.” Her fists trembled against her sides. “I’m sorry, okay?”

“I’m sorry, too,” Twilight said softly. “I had no idea—I didn’t know that I needed… I mean, I thought I’d made it clear—”

“Clear.” Dash snorted. “Flirting. All that talk about stretching and owning me. Calling me your mare. Sure. Slapping my fuckin’ ass and winking at me, just like I’m a fuckin’ piece of meat. I’m not, right?” Her voice was scratchy, her throat like sandpaper. Her tongue was raw, and something was blurry at the corners of her eyes. “I’m not just a fuckbuddy to you, right?”

“Of course not!” Twilight said. She stared at the ground, fidgeting. “You’re...a friend. A good one. A best friend, even.”

They stood there silently for a moment. Around them, the train platform cleared. A whistle sounded. Life went on.

And then Twilight said, softly, “But maybe I haven’t been treating you like one.”

Dash’s head jerked up. Their eyes met.

“I can understand how you feel, Rainbow,” Twilight said softly. “Even so...I’m kind of hurt that you would think that I might think about you as anything less than you are. Which is wonderful. You’re wonderful.”

Rainbow’s cheeks burned. “Thanks,” she said gruffly.

“But...this?” Twilight spread her arms stiffly. “I’ve never—I mean, I’ve never gone past this. Sex is just...a thing in Canterlot, okay? Love is—I’ve never even bothered to go on a date, for goodness sake. You five are the first ponies I’ve even been friends with, let alone all of that other stuff!”

Dash licked her lips. “So wait. What do you mean?”

“I mean…” Twilight slumped. Then she smiled, sadly, guiltily. “Maybe I should’ve realized that, whether I actually was or not, I wanted to lead you on. Wanted to get you, the cool, confident, awesome Rainbow Dash to like me. To...want to be with me. To maybe try something that I haven’t before.”

Dash’s heart skipped a beat. “So wait,” she blurted. “You mean you’ll—”

“Give it a try?” Twilight looked distinctly uncomfortable. “Um. Maybe.” Her ears were tinged a very bright pink. “I just...don’t even know where to begin.”

Dash swallowed. Without even knowing how, or why, she found herself reaching out to hold Twilight’s hand. This time, Twilight let her, their fingers lacing together as Dash pulled it up toward her chest.

Dash’s voice was soft. “How about nine o’clock?” she said quietly, searching within Twilight’s eyes. “Your place? Tonight? We don’t even have to do anything.” She searched her mind, wracking her brain for anything else to say. “We can...talk. Something. Anything. Maybe we could go out to dinner sometime. Just us.”

Twilight was quiet for a moment. Around them, the platform had gone totally silent, save for the distant clacking of wheels on rails.

And then Twilight laughed. It was a short, pathetic giggle, but it was enough. She returned Rainbow’s gaze and smiled. Her fingers tightened around hers.

“Yeah,” Twilight said, nodding. “Sounds like a plan.”

The library was quiet.

Downstairs, the television flickered dimly, it sound muted, its picture blurred with static. Across it, strewn across the coffee table before the couch, were the remnants of a takeout dinner from The Golden Longma. A single light flickered in the kitchen, and outside the dark windows, crickets chirped and hummed.

Upstairs, in a bedroom, Rainbow Dash hummed along as she tied her hair back over her neck. Letting that fall over her back, she pulled her hands back up and cupped them around her breasts. On the carpet beside her feet, her training bra lay forgotten. She gave her bust a squeeze, tight, perky tits jiggling slightly as her fingers brushed over her nipples.

She saw something move in the reflection of the mirror in front of her. Before she could turn, she felt a pair of warm hands wrapped around her waist, fingers tapping along her thigh. “You know,” Twilight purred into her ear. “I really have missed you.”

Dash smirked. Turning to face her, she planted a kiss on Twilight’s cheek. She moved one hand to Twilight’s crotch, and cupped the obscene bulge she found there. Twilight’s package throbbed in her palm, her dark black flare already starting to push out from the pre-smeared fabric of her panties.

“Pent-up again, huh?” Dash said. She chuckled and gave one of Twilight’s nuts a squeeze. Twilight gasped, then giggled when Dash planted a kiss on her other cheek. “Maybe I can help with that.”

“Oh,” Twilight said, growling playfully. “You certainly can.” And she darted forward, seizing Rainbow’s lips in a kiss of her own.

But it wasn’t a kiss like before. It wasn’t hungry, bestial, lustful. It was more like a peck: light, soft, warm. And when Twilight pulled away, Rainbow found her chest filling with what felt like warm light, her whole body feeling light enough to just float away.

Twilight smiled uncertainly at her. “So,” she said. “We’re really going to give this a try, huh?”

“Yup,” Rainbow said, and kissed her again.

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Mature Rated Fiction

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